← 22164 Umland Cir, Jenner, CA 95450 · All properties

Integrated_OA_Legal_Full - 22164 Umland Cir, Jenner, CA 95450.docx

This page is a searchable text preview. Use the Dropbox link for the full original file.

Open full file in Dropbox

What This File Appears To Be

Operating Agreement for Beagle LFTY0454 DAO LLC (Integrated & Legally Polished Version) Article I — Original Operating Agreement (Full Text) OPERATING AGREEMENT FOR Beagle LFTY0454 DAO LLC A DECENTRALIZED AUT ONOMOUS ORGANIZA TION ARTICLE I DAO Formation 1. FORMA TION. The Members have formed Beagle LFTY0454 DAO LLC, a Decentralized Autonomous Organization Limited Liability Company ("DAO") subject to the Wyoming Limited Liability Company Act (“the Act”) and the Wyoming Decentralized Autonomous O

Text Preview

Operating Agreement for Beagle LFTY0454 DAO LLC (Integrated & Legally Polished Version) Article I — Original Operating Agreement (Full Text) OPERATING AGREEMENT FOR Beagle LFTY0454 DAO LLC A DECENTRALIZED AUT ONOMOUS ORGANIZA TION ARTICLE I DAO Formation 1. FORMA TION. The Members have formed Beagle LFTY0454 DAO LLC, a Decentralized Autonomous Organization Limited Liability Company ("DAO") subject to the Wyoming Limited Liability Company Act (“the Act”) and the Wyoming Decentralized Autonomous Organization Supplement (the “Supplement”). This Operating Agreement (“Agreement”) is entered into and effective upon adoption by the Member(s). This Agreement is intended to provide for the regulation and management of the affairs of the DAO. Except for the provisions of the Act and the Supplement that specifically may not be modified by the agreement of the Members, to the extent of any contradiction between the provisions of this Agreement and the Act (or Supplement) or the variation of the general term of the Act (or Supplement) by this Agreement, the provisions of this Agreement shall govern and control, and each Member hereby consents to such contradiction or variation. The Articles of Organization contain a statement that reflects the Members election to form a limited liability decentralized autonomous organization. 2. DAO NAME. The Members may change the name of the DAO or operate under different names, provided a majority of the Members agree and the name complies with Section 17-29- 108 of the Act and Section 17-31-104 of the Supplement. 3. REGISTERED OFFICE & AGENT . The name and location of the registered agent will be as stated in the DAO’s formation documents and complies with Title 17, Chapter 28 and Section 17-29-113 of the Act. 4. TERM. The DAO will continue perpetually unless: a. Members unanimously vote for dissolution; b. An event occurs which causes the DAO’s business to become unlawful; c. Any other event causes the DAO’s dissolution under either the Act or the Supplement. 5. CONTINUA TION OF DAO. In the event of an occurrence described in Section 1.04(c), if there is at least one remaining Member, the remaining Member has the right to continue the business of the DAO, unless that right to continue has been terminated. The remaining Member’s successor, assignee, or transferee may continue the business of the DAO, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State. DAO Operating Agreement Page 1 of 10 6. BUSINESS PURPOSE. The DAO may conduct any and all lawful business appropriate in carrying out the DAO’s objectives, as permitted under Section 17-29-104 of the Act and Section 17-31-105 of the Supplement. 7. PRINCIP AL PLACE OF BUSINESS. The DAO’s principal place of business will be as stated in the DAO’s formation documents or as selected by the Members. 8. THE MEMBERS. Members are the owners of the DAO. Members are not entitled to compensation for services furnished to the DAO in the Member’s capacity as a Member. Each Member’s membership interest is calculated by dividing the member’s contribution of digital assets to the DAO by the total amount of digital assets contributed to the DAO at the time of the vote. An unauthorized transfer of a Member’s interest could create a substantial hardship for the DAO. Consequently , the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in the Act, the Supplement, and this Agreement. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the DAO’s capital, and the DAO’s financial ability to continue its operations. 9. ADMISSION OF ADDITIONAL MEMBERS. Pursuant to Section 17-29-401 of the Act and this Agreement, Members may only be admitted to the DAO through the transfer of a Member’s current interest under Article VII. Prior to being admitted as a Member, the prospective Member(s) may be required to establish and maintain certain digital infrastructure. Any attempt to admit a new Member must adhere to the underlying smart contract and blockchain ecosystem of the DAO. 10. VOTING. The Members agree that any vote of the Members shall be calculated based on membership interests held by each Member at the time of the vote. If any member owns more than 15% of the total supply of membership interests through Lofty's partial tokenization program, any vote of the members shall be calculated based on membership interests held by each Member at the time of the vote subject to the an algorithmic scaling process described in the following document at <https://loftyai.notion.site/Governance-Mechanism-For -Partial-Property- Sales-e74b184f52124e219c320bb61b2b89b8?pvs=4>. Any vote under this Section may occur, provided a quorum of the membership interests is present for the vote. Pursuant to Subsection 17-31-111(a)(iii) of the Supplement, a quorum exists when a super majority of all membership interests entitled to vote is present. A super majority shall be defined from here forth as greater or equal to 60% of outstanding voting interests. 11. UNDERLYING SMART CONTRACT. The Members acknowledge and agree that, pursuant to Section 17-31-106 of the Supplement, the underlying smart contract governs the operations of the DAO is https://allo.info/application/2560589172 . All legal documents and other relevant information for the DAO will be publicly hosted at https://asset.lofty .ai/LFTY0454. In the event of any conflict between the Articles and the underlying smart contract, the smart contract will govern. In the event of any conflict between the Articles and this Agreement, the Articles will govern. In the event of any conflict between this Agreement and the underlying smart contract, the smart contract will govern. Any time the underlying smart contract is updated or changed, the Members shall cause the Articles and this Agreement to be amended accordingly . 12. ACTIONS BY WRITTEN CONSENT . Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile, email, or a legible and verifiable electronic reproduction of a writing signed by a Member will be regarded as signed by the Member. ARTICLE II Capital Contributions 1. INITIAL CONTRIBUTIONS. The Members will contribute the DAO’s initial capital in exchange for each Member receiving governance rights for the DAO in the form of tokens. One token is equivalent to one vote on any governance matter. Members are entitled one token for every $50 USD equivalent of funding, at the time of their contribution, contributed at this initial phase. Members are entitled to the income and profits generated from the operation of the DAO. Income and profits shall be distributed automatically proportional to the percentage of a member’s ownership in the DAO. No Member can contribute funds that would grant them more than 15% of the total outstanding tokens. 2. ADDITIONAL CONTRIBUTIONS. N o Member is obligated to make any additional contribution to the DAO's capital beyond their initial contribution. The DAO may elect to make a voluntary capital call from Members if a super majority of the membership interests agree. Any vote for a capital call must be memorialized, including the types and amounts of capital called. Contributions related to an authorized capital call shall be contributed based upon each Member's preference. New tokens will be minted by the DAO’s treasury to accommodate the additional optional contributions that Members make. Given additional capital contributions, Members can own more than 15% of the total outstanding tokens post the creation of the new tokens. 3. FAILURE TO CONTRIBUTE. Any contribution must be satisfied by the Member within sixty (60) days from the date of the call for capital. Pursuant to Section 17-29-403 of the Act, if a Member fails to make its required contributions to the DAO, then the other Members may seek enforcement of the obligation to contribute capital. Any remedy under the Act may be pursued, including prohibiting the individual from becoming a Member until they have satisfied their contribution obligations. 4. WITHDRA WAL OF CAPIT AL. No Member may withdraw all or any part of its capital contribution except as permitted by the underlying smart contract or Article VIII (regarding dissolution of the DAO). 5. NO PARTITION. Each Member, on behalf of itself and its successors and assigns, expressly waives any right to have the DAO assets partitioned. 6. RETURN OF CAPIT AL CONTRIBUTIONS. The Members agree that if the DAO does not have adequate assets to return the capital contributions, then the Members will not have any recourse against the DAO or the other Members. As one exception to the previous statement, recourse does exist if a Member owes an outstanding debt to the DAO. Pursuant to Section 17-25-107 of the Supplement, Members are only entitled to demand and receive cash in return for their capital contributions, regardless of the form or nature of the Member’s actual contribution(s) of capital. ARTICLE III Profits, Losses, and Distribution 1. PROFITS/LOSSES. For accounting and tax purposes, the DAO's net profits or net losses will be determined annually. Pursuant to Section 17-25-110 of the Supplement, and as provided in Section 6.03, below, profits and losses will be allocated to the Members in proportion to each Member's economic interest in the DAO and in accordance with Treasury Regulation 1.704-1. 2. DISTRIBUTIONS. The Members may determine to distribute available funds annually or as the Members see fit, provided that there remains sufficient funds to cover any debts or liabilities of the DAO. “Available funds” means the DAO’s net cash available after expenses, working capital, and liabilities, as determined by the Members. Distributions in liquidation of the DAO or in liquidation of a Member's interest must be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-1(b)(2)(ii)(b)(2). To the extent a Member has a negative capital account balance, there will be a qualified income offset, as set forth in Treasury Regulation 1.704-1(b)(2)(ii)(d). Consistent with Section 17-25-107 of the Supplement, Members may only demand or receive a distribution from the DAO in the form of money. 3. IN-KIND DISTRIBUTIONS. If permitted by the underlying smart contract, the DAO may make in-kind distributions of the DAO assets. The fair market value of the property must be determined by the underlying smart contract before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution. 4. NO INTEREST . Unless the smart contract permits otherwise, no interest shall accrue on any un- withdrawn distribution. 5. WITHHOLDINGS . The underlying smart contract may withhold from payments or distributions to any Member, or with respect to any allocation made with respect to anyMember , and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Act or any provision of any other federal, state or local law. All amounts withheld pursuant to this Section 3.05 with respect to any payment, distribution or allocation to a Member shall be treated as amounts paid or distributed to such Member for all purposes of this Agreement and the Act. ARTICLE IV Management 1. MANAGEMENT OF THE BUSINESS. Pursuant to Section 17-29-407 of the Act and Section 17-31-109 of the Supplement, and as stated in its Articles, the DA