CrownThrive C-Corporation Transition & Share Class Policy

Effective Date: July 30, 2025 Applies To: CrownThrive, LLC · ThriveAlumni · Founders · Shareholders · Board of Directors · CHLOM Transition Team · All Divisions

1. Purpose

This policy governs the corporate restructuring of CrownThrive, LLC into a Delaware C-Corporation holding company model. It establishes foundational parameters for the management of share classes, governance evolution, CHLOM integration, and the restructuring of CrownThrive’s internal platforms into independent, self-governed companies under a unified compliance and oversight framework.

2. Holding Company Structure

CrownThrive, LLC will convert into CrownThrive Holdings, Inc., which will serve as the legal and financial umbrella for the CrownThrive ecosystem.

Divisional Structure:

Division I: Education & IP Holdings Platforms: CrownThriveU, ThrivePeer, Go-Flipbooks, NeuralCraft
Division II: Beauty, Wellness & Lifestyle Platforms: Melanin Magic, XENthrive, Locticians, ThriveSeat
Division III: Technology & AI Infrastructure Platforms: CHLOM, CrownLytics, CrownPulse, ThriveTools
Division IV: Media, Commerce & Marketplace Platforms Platforms: CrownAffiliates, CrownAmbassadors, FindCliques, ThriveCafe, NFTCliques
Division V: Investment & Impact Ventures Platforms: ThriveFund, EcoDrive, Stripe Climate, Luxperiences
Division VI: Licensing, Legal & Governance Systems Platform: CHLOM™ and future DAO/Token operations

Each division may evolve into separate, independently registered corporations under the CrownThrive Holdings umbrella based on market fit, governance maturity, and platform growth metrics.

3. Share Class Governance

Upon C-Corp conversion, the following share structure applies:

Class A Shares: Founders, Executive Leadership, and Permanent Governance Seats • Voting Rights: 1 vote per share • Transferability: Restricted • Priority in governance decisions
Class B Shares: Early contributors, employees, and advisors • Non-voting unless converted • Convertible into Class C after 3 years
Class C Shares: Token-based or merit-based shares issued via CHLOM token protocols • Community ownership, DAO participation, and equity-based rewards • Convertible to Class B (upon Board/Founder approval)

A total of 100 million shares will be authorized at conversion, with the flexibility to authorize up to 1 billion shares post-CHLOM activation.

4. CHLOM-Driven Restructuring

Once CHLOM is activated and transitioned into the compliance backbone of the holding company:

All platform charters, governance roles, and licensing protocols will shift to CHLOM compliance architecture
Share issuance, equity transfers, seat confirmations, and decision-making will be stored on CHLOM’s blockchain ledger
Divisional boards must adhere to DAO-enabled governance principles based on CHLOM’s audit and enforcement layers
Voting power, license renewals, and compliance reports will be tied to CHLOM Token-based activity

5. Timeline Flexibility & Adaptive Rollout

Due to the decentralized nature of CHLOM and the complexity of scaling multiple companies:

Phase 1 (2025–2026): C-Corp conversion, updated Articles of Incorporation, legal tax migration, first division registrations
Phase 2 (2026–2028): Select divisions spin out into separate companies (e.g. ThriveSeat Inc., NeuralCraft Inc.)
Phase 3 (2028–2030+): Full CHLOM™ deployment across licensing, governance, voting, and token-based equity systems

Important Note: The above timeline is subject to adjustment based on:

Adoption rates of CHLOM™
Technology stack maturity
Legal or jurisdictional barriers
Unforeseen global or market shifts

Founder and Board override powers remain in effect during transitional conflicts or operational threats.

6. Founder's Governance Preservation Clause

During and after C-Corp transition:

Founders retain Class A veto rights on all governance-altering proposals
CHLOM protocol must respect and enforce override signatures via its DAO infrastructure
No platform, committee, or investor may dissolve or sell CrownThrive intellectual property without a unanimous Founder vote

7. Cap Table & Legal Notices

CrownThrive Holdings, Inc. will maintain:

A cap table ledger stored on-chain via CHLOM
All licenses, seat roles, and governance histories
Legal documentation updated and stored in the CrownThrive Legal Depot and Help Center

Convertible token holders will be issued formal conversion agreements during the token-to-share migration phase.