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ODOS DAO GOVERNANCE PROGRAM

OF ODOS DAO LLC
(AS ADOPTED DECEMBER 19, 2024)

Pursuant to Article IV of the Amended and Restated Operating Agreement (the “A&R Operating Agreement”) of ODOS DAO LLC, a non-profit limited liability company and decentralized autonomous organization (the “Company”) incorporated as per the laws of the Republic of the Marshall Islands pursuant to the Limited Liability Company Act of 1996 of the Republic of the Marshall Islands (as amended from time to time, the “LLC Act”), the Marshall Islands Non-Profit Entities (Amendment) Act of 2021 (as amended from time to time, the “Non-Profit Act”), and the Decentralized Autonomous Organization Act, 2022 (as amended from time to time, the “DAO Act”), the ODOS DAO Governance Program (the “OGP”) is as follows:

1. Mission​

The mission of the OGP is to foster, develop, authorize, and/or govern the Company.

2. Defined Terms​

  • Council(s): As defined in Article IV.6 of the A&R Operating Agreement.
  • Exigent Actions: As defined in Section 5(b) of this OGP.
  • Governance Token(s): As defined in Article III.1 of the A&R Operating Agreement.
  • Marshall Islands Law: The rules, regulations, and laws of the Republic of the Marshall Islands as may be amended from time to time.
  • Member(s): As defined in Article III of the A&R Operating Agreement.
  • Member Proxy/ies: As defined in Section 3(c).
  • Non-Exigent Actions: As defined in Section 5(c).
  • ODOS DAO Documentation: The applicable documentation describing the Company, the Company’s policies and activities, the OGP, the OLP, and the A&R Operating Agreement, available at: https://docs.odos.xyz.
  • ODOS Loyalty Program: Refers to the ODOS Loyalty Program (the “OLP”) as defined in Article IV.4 of the A&R Operating Agreement.
  • OIP: As defined in Section 3(a).
  • OIP Process: As defined in Section 4(a).
  • Smart Contract: As defined in Article III.1 of the A&R Operating Agreement.
  • Special Delegates: As defined in Article IV.6 of the A&R Operating Agreement.
  • Voteable Governance Tokens: All $ODOS Tokens (whether or not such $ODOS Tokens are Governance Tokens) excluding $ODOS Tokens held by the Company as part of the Company’s property and $ODOS Tokens reserved under the OLP.

3. Voting Matters​

(a) ODOS Improvement Proposals (OIPs)​

Members may approve ODOS Improvement Proposals (“OIPs”) through voting using Governance Tokens to:

  1. Approve amendments to the A&R Operating Agreement, requiring:
    • 60% approval of Governance Tokens voted.
    • 50% quorum of all Voteable Governance Tokens.
  2. Approve amendments to Smart Contracts related to Governance Tokens, requiring:
    • 60% approval of Governance Tokens voted.
    • 50% quorum of all Voteable Governance Tokens.
  3. Approve amendments to the OGP, requiring:
    • Majority approval of Governance Tokens voted.
    • 35% quorum of all Voteable Governance Tokens.
  4. Appoint or remove members of the Special Delegates after the initialization phase, requiring:
    • Majority approval of Governance Tokens voted.
    • 10% quorum of all Voteable Governance Tokens.
  5. Create Councils and vest powers, requiring:
    • Majority approval of Governance Tokens voted.
    • 10% quorum of all Voteable Governance Tokens.
  6. Appoint or remove Council members (excluding Special Delegates), requiring:
    • Majority approval of Governance Tokens voted.
    • 10% quorum of all Voteable Governance Tokens.
  7. Approve other activities not explicitly mentioned, requiring:
    • Majority approval of Governance Tokens voted.
    • 10% quorum of all Voteable Governance Tokens.

(b) Quorum Votes​

If quorum requirements cannot be met, the Special Delegates may call a Quorum Vote to temporarily reduce quorum requirements.

(c) Proxy Voting​

Members may delegate voting rights to a Proxy Member. The delegation must:

  • Be approved by the Special Delegates.
  • Include the ability to revoke delegation at any time.

4. Proposed Phases and Structure​

(a) OIP Process​

The OIP Process consists of four phases:

i. Phase 1: Exploration (Optional)​

  • Submission: A Member holding a Requisite Threshold of Voteable Governance Tokens proposes the OIP.
  • Discussion: Members discuss and debate the OIP for 1 week.
  • Poll: An online poll is conducted. A simple majority decides the result.

ii. Phase 2: Official OIP​

  • Submission: The OIP is submitted using the OIP Template.
  • Voting: Members vote during a 1-week period. Approval requires satisfaction of the OIP's quorum and voting thresholds.

iii. Phase 3: Holding Stage​

  • Waiting Period: A 5-day waiting period follows the approval of Phase 2.

iv. Phase 4: Implementation​

  • Execution: The Special Delegates confirm the OIP's approval and execute it.

(b) Alternative Procedures​

If the above processes are unavailable, the Special Delegates may establish temporary alternative procedures.

5. Special Delegates​

(a) Responsibilities​

The Special Delegates are responsible for:

  • Managing software upgrades.
  • Performing emergency actions (“Exigent Actions”).
  • Implementing approved OIPs.

(b) Election Cycle​

  • Special Delegate terms last 12 months (excluding an initial 24-month initialization phase).
  • Members may self-nominate and vote during the Election Period.

6. Amendments​

Amendments to the OGP must comply with Sections 3, 4, and 5 and the A&R Operating Agreement.

7. Dispute Resolution​

(a) Notice of Dispute​

Parties must provide 30 days’ notice of any dispute.

(b) Arbitration​

Unresolved disputes are settled by arbitration under the rules of the International Centre for Dispute Resolution. The arbitration is:

  • Seated: In the Republic of the Marshall Islands.
  • Language: English.

8. Controlling Authority​

This OGP is governed by the laws of the Republic of the Marshall Islands. In case of conflict, the A&R Operating Agreement supersedes this OGP.