Odos DAO LLC Operating Agreement

AMENDED & RESTATED

OPERATING AGREEMENT OF ODOS DAO LLC

(AS ADOPTED DECEMBER 19, 2024)

PREAMBLE

BY CONNECTING YOUR DIGITAL WALLET, CLICKING ACCEPT, AND DIGITALLY SIGNING THE ACCEPTANCE TRANSACTION THAT ADDS YOUR DIGITAL WALLET ADDRESS TO THE MEMBER REGISTRY (AS DEFINED BELOW), YOU AGREE TO BECOME A MEMBER (AS DEFINED BELOW) AND EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW).

This Amended and Restated Operating Agreement (this “Agreement”) of ODOS DAO LLC, a non-profit limited liability company and decentralized autonomous organization (the “Company”) incorporated as per the laws of 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”) was adopted by the Company on December 19, 2024 (the “Effective Date”), and is entered into by and among the Company, the Initial Members (as defined below), and each of the persons executing this Agreement (each individually a “Member” and collectively the “Members”) as of the date each such Member’s digital wallet address is added to the Member Registry (as defined below).

NOW, THEREFORE, for and in consideration of mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

ORGANIZATION

I.1 Organization. The Members, by execution of this Agreement hereby agree to organize the Company as a Marshall Islands non-profit limited liability company and decentralized autonomous organization pursuant to the provisions of the LLC Act, the Non-Profit Act, and the DAO Act and upon the terms and conditions set forth in this Agreement.

I.2 Registered Office; Registered Agent. The registered office of the Company in the Marshall Islands shall be the initial registered office designated in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Members may designate from time to time in the manner provided by law. The registered agent of the Company in the Marshall Islands shall be the initial registered agent designated in the Certificate of Formation or such other person as the Members may designate from time to time in the manner provided by law.

I.3 Principal Office. The Principal Office of the Company shall be at the principal office designated in the Certificate of Formation or at such other location as the Members may designate from time to time, which need not be in the Marshall Islands.

I.4 Term. The Company commenced on the date its certificate of formation was filed with the Republic of the Marshall Islands Registrar of Corporations (the “Registrar”); and shall continue in existence until dissolved pursuant to this Agreement.

ARTICLE II

PURPOSES AND POWERS

II.1 Nonprofit Character. The Company shall be a non-profit entity within the meaning of the Non-Profit Act.

II.2 Decentralized Autonomous Organization. The Company is a decentralized autonomous organization within the meaning of the DAO Act.

II.3 Purposes of the Company. The Company is organized exclusively for charitable, educational, and social purposes and not for profit. Specifically, the Company shall oversee management of the ODOS DAO Governance Program (as defined in Article IV.4 and as amended from time to time, the “OGP”) and the ODOS Loyalty Program (as defined in Article IV.5 and as amended from time to time, the “OLP”).

II.4 Authority of the Company. The Company shall have and exercise all of the powers conferred by law on nonprofit entities.

II.5 No Private Inurement. No part of its assets, income or earnings shall inure to the benefit of, or be distributable to, any Member, officer, employee or any private individual, except that the Company shall be authorized to pay reasonable compensation for services rendered to or for the Company or for reimbursement of expenses incurred on behalf of the Company and to make payments and distributions in furtherance of one or more of the Company’s objects and purposes. No Member, officer or employee of the Company, or any private individual, shall be entitled to share in the distribution of any of the Company’s assets on dissolution of the Company.

II.4 Limitation of Company Activities. No part of the activities of the Company shall include (i) carrying on propaganda, (ii) attempting in any manner to influence legislation, except that Members of the Company and personnel of the Company may testify or make other appropriate communications where formally requested to do so by a legislative body or a committee or a member thereof in matters concerning legislation relating to the public purposes of the Company or public appropriations to programs and activities of the Company, or (iii) participating or intervening in (including the publication or distribution of statements), or contributing to, any political campaign on behalf of any candidate for public office.

The Company shall never be operated for the primary purpose of carrying on a trade or business for profit.

ARTICLE III

MEMBERS

III.1 Member Eligibility. The Company is an algorithmically member managed decentralized autonomous organization. The digital tokens recorded on the Ethereum blockchain by the smart contract at address: 0xca73ed1815e5915489570014e024b7EbE65dE679 (as may be bridged to any Ethereum Layer-2 blockchain) and any additional, replacement, or successor smart contract or blockchain, as determined by the Company (the “Smart Contract”), shall be designated as the “$ODOS Token(s)”, and to the extent held by a Member, each $ODOS Token shall represent one Company Governance Token (“Governance Token(s)”). Except as set forth below with respect to the Initial Members (as defined below), a person must beneficially own at least one $ODOS Token to be eligible to become a Member (which shall include, for purposes of this article, $ODOS Tokens allocated to a person’s digital wallet address as a Fee Rebate under the OLP prior to that person claiming such $ODOS Tokens).

III.2 Initial Members. The “Initial Members” shall be all those persons who were Members of the Company pursuant to that same Operating Agreement of ODOS DAO LLC adopted on September 3, 2024, immediately prior to the Effective Date. The Initial Members shall be Members for all purposes under this Agreement up and until such time as at least one additional Member becomes a Member to this Agreement in accordance with Article VIII. At such time, the Initial Members shall automatically cease to be Members under this Agreement except to the extent an Initial Member independently satisfies the provisions of Article VIII.

III.3 Classes of Membership. The Company shall have one class of Members, with all Members having voting rights equal to their Governance Tokens (i.e. the number of $ODOS Tokens they hold) plus any voting rights delegated to such Member (whether or not such delegation is from a Member) pursuant to the delegation method established in Section 3(c) of the OGP (as defined below), on all matters requiring a vote.

ARTICLE IV

RIGHTS AND DUTIES OF MEMBERS

IV.1 Management Rights. All Members who are not Dissociated Members (as defined in Article VII) shall be entitled to vote on any matter submitted to a vote of the Members pursuant to the ODOS DAO Governance Program (as defined below). Each Governance Token provides one vote. For the avoidance of doubt, the Company shall not have a right to separately vote as a Member with respect to any Governance Tokens it may hold.

IV.2 Company Assets. The Special Delegates (as defined below) will have administrative control over the Company’s property, including financial assets, subject to the OGP and OLP.

IV.3 Fee Rebate Contract. The Special Delegates (as defined below) will have control and discretion over the parameters of the Fee Rebate Contract, to the extent such parameters are under Company control, subject to the OLP.

IV.4 ODOS DAO Governance Program. The OGP shall outline the permitted proposals available to Members and shall define all voting criteria of the Members, Special Delegates (as defined below) and applicable Councils (as defined below), if any, including quorum and percentage of votes required to approve a decision (collectively, the “OGP Proposals and Voting Criteria”). Members may vote to modify the OGP Proposals and Voting Criteria (as defined below) in accordance with the OGP and this Agreement. The OGP can be found in the ODOS DAO Documentation (as defined in Article XII.2), as amended from time to time.

IV.5 ODOS Loyalty Program. The OLP shall outline the permitted proposals available to Members and shall define all voting criteria of the Members, Special Delegates (as defined below) and applicable Councils (as defined below), if any, including quorum and percentage of votes required to approve a decision (collectively, the “OLP Proposals and Voting Criteria”). Members may vote to modify the OLP Proposals and Voting Criteria in accordance with the OLP and this Agreement. The OLP can be found in the ODOS DAO Documentation (as defined in Article XII.2), as amended from time to time.

IV.6 Council(s). There shall be a council of people engaged by the Company that is responsible for supporting and executing the administrative activities related to the Company’s operations (such council, the “Special Delegates”), including but not limited to, maintaining the records set forth in Article VI and adopting, maintaining, and updating reasonable Company compliance policies (including, for example, an AML Policy). The initial members of the Special Delegates are those persons set forth in Exhibit A. The creation, amendment, revocation, membership, delegated scope of powers, voting procedures and selection criteria of the Special Delegates shall be defined by the OGP and OLP. The Special Delegates shall have the power to act on behalf of the Members within the scope of their delegated responsibilities.

There may be other subgroups of Members or persons engaged by the Company (the “Councils”). The creation, amendment, revocation, membership, delegated scope of powers, voting procedures and selection criteria of the Councils shall be defined by the OGP or a separate charter created pursuant to a proposal in accordance with the OGP. Councils shall have the power to act on behalf of the Members within the scope of their delegated responsibilities. For the avoidance of doubt, the Special Delegates comprise a Council.

IV.7 Liability of Members. No Member shall be liable as such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement, the OGP, the OLP, the LLC Act, or the DAO Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

IV.8 No Fiduciary Duties. To the fullest extent permitted by law, this Agreement is not intended to, and does not, create or impose any fiduciary on any Member, or on the members of the Special Delegates or any other Council. Further, each Member hereby waives, to the fullest extent permitted by law, any and all fiduciary duties owed by the Members or the members of any Council that, absent such waiver, may be implied by law, and in doing sue agrees that the duties and obligations of the Members and the members of any Council are only as expressly set forth in this Agreement.

IV.9 Miscellaneous Obligations. Each Member and each member of any Councils shall be subject to the implied contractual covenant of good faith and fair dealing and shall act at all times consistently and in compliance with all of the provisions of this Agreement and with all policies, rules and decisions of the Company adopted in accordance with any of the provisions of this Agreement.

ARTICLE V

ALGORITHMIC MANAGEMENT

V.1 Management. Subject to Article IV, the ordinary and usual decisions concerning business affairs of the Company shall be made by the Members, solely via proposals submitted and voted on in accordance with the OGP and OLP, and with voting weight determined by Governance Token holdings as controlled by the Smart Contract.

V.2 Authority of Members to Bind Company. Only those Members and agents of the Company, including members of Councils per Article IV.6, expressly authorized by the Members in accordance with this Agreement, the OGP and the OLP shall have the authority to bind the Company. For the avoidance of doubt, unless revoked by Members, the Special Delegates have the authority to bind the Company pursuant to their responsibilities under this Agreement or as otherwise determined by the Members pursuant to the OGP.

AR­TICLE VI

ACCOUNTING AND RECORDS

VI.1 The Members shall maintain the following records at the Principal Office or in the smart contracts referenced in this Agreement:

A. (i) A current list of name and last known address or (ii) distributed ledger identifier of each Member and former Member (which for the avoidance of doubt is satisfied through an on-chain record of the Member Registry (as defined below) and any changes thereto);

B. A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate of Formation has been executed;

C. A copy of this Agreement including all amendments thereto;

D. Any accounting records and financial statements of the Company; and

E. Records of voting and all corporate actions taken without a meeting by, the Members and Councils.

VI.2 A Member may access the records of the Company upon request to the Special Delegates provided that the Special Delegates may reasonably designate certain records as confidential, which records will not be subject to disclosure except as required by law or upon a vote of disclosure by the Members pursuant to the OGP.

ARTICLE VII

DISSOCIATION OF A MEMBER

A Member shall cease to be a Member automatically (any such Member, a “Dissociated Member”) if such Member (i) ceases to hold any Governance Tokens as described in Article III and removing their digital wallet address from the on-chain registry of Members maintained by the Company (the “Member Registry”), (ii) is or becomes a Restricted Person (as defined below).

ARTICLE VIII

ADMISSION OF ADDITIONAL MEMBERS

Any prospective member may become a Member by acquiring an $ODOS Token as described in Article III, having their digital wallet address added to the Member Registry and agreeing to become a Member of the Company and be bound by the terms of this Agreement. It is the policy of the Company that any person deemed a Restricted Person (as defined below), is restricted from being a Member and shall not engage in any of the Company’s activities.

A “Restricted Person” is any person on the FATF, the United Nations Security Council and HMT sanctions lists, or otherwise subject to sanctions by the United States, the European Union, HMT, FATF or the United Nations, or any other applicable authority along with any person that violates any AML Policy adopted by the Company.

ARTICLE IX

DISSOLUTION

IX.1 Dissolution Events. The Company shall be dissolved, and its affairs wound up in accordance with §114 of the DAO Act and other applicable Marshall Islands laws upon either:

1. approval by an OIP (as defined in the OGP, as amended from time to time) specifically for the purpose of dissolving the Company and which appoints certain Members to comply with the requirements set out in Article IX.1; or
2. any of the events specified in §114(1) of the DAO Act.

IX.2 Dissolution Requirements. As soon as possible following the occurrence of any of the events specified in Article IX.1 causing the dissolution of the Company, an authorized agent, Special Delegate or Member shall file Articles of Dissolution with the Registrar in the form prescribed by the Registrar.

IX.3 No distribution to Members on Dissolution. The voluntary or involuntary dissolution of the Company does not give rise to any right of a Member to a distribution of any property or economic resources that may be or become available to the Company.

IX.4 No distribution to interested parties on Dissolution. Upon a court order dissolving the Company following a successful petition from an interested party in accordance with §114(3) of the DAO Act, that interested party shall not have any right to a distribution of any property or economic resources that may be or become available to the Company.

ARTICLE X

AMENDMENT

X.1 Amendment or Modification. This Agreement may be amended or modified from time to time solely by a written instrument adopted by the Members and executed (including electronically via wallet addresses) in accordance with Section 3 (as amended from time to time) of the OGP.

ARTICLE XI

MISCELLANEOUS PROVISIONS

XI.1 Entire Agreement. This Agreement, any exhibits attached hereto, any policy referenced herein, the OGP and the OLP represent the entire agreement among all the Members and between the Members and the Company and supersedes any prior written or oral agreement respecting the Company.

XII.2 ODOS DAO Documentation. ODOS DAO Documentation means the applicable documentation describing the Company, the Company’s policies and activities, the OGP, the OLP and the A&R Operating Agreement, made available by the Company at: https://docs.odos.xyz or other such address that may be provided by the Company from time to time.

XII.3 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Republic of the Marshall Islands without regard to the conflicts of law principles thereof.

XII.4 Dispute Resolution.

1. Should a controversy, dispute or claim arise between any Member out of or in relation to this Agreement ("Dispute"), such Members must give thirty (30) days' notice of such Dispute to the Company and the relevant party/ies (the "Notice of Dispute"). Should the Dispute not be resolved at the expiration of thirty (30) days after service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with Article XII.4(b) below.
2. Should the Dispute remain at the expiration of thirty (30) days after service of the Notice of Dispute, the Dispute shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules (the "Rules"). The arbitration shall be seated in the Republic of the Marshall Islands and governed by the laws of the Republic of the Marshall Islands. The language of the arbitration shall be English. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court of any jurisdiction.
3. In the event that it is determined pursuant to this Article XII.4 that a Member who is party to a Dispute (i) is in material breach of this Agreement, (ii) acts in material violation of the OGP, OLP or any statutory requirements of Republic of the Marshall Islands or the laws or regulations of any other applicable jurisdiction, or (iii) acts against the best interests of the Company, such Member will be deemed a Dissociated Member.

XII.5 Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include email) and will be deemed to have been given and received when delivered to its Registered Agent, MIDAO Directory Services, Inc. at the following address: PO Box 852, Long Island Rd Majuro, Marshall Islands MH 96960. The Members may, at any time by giving five business (5) days’ prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.

XII.6 Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

XII.7 Indemnification. Subject to such standards and restrictions, if any, as are set forth in this Agreement, the Company shall have the power to indemnify, defend and hold harmless any Member or other person from and against any and all claims and demands whatsoever.

XII.8 Disclaimer. Each Member has had the opportunity to consult with its own tax adviser and legal counsel to discuss and understand any tax and other legal consequences of acquisition, ownership and disposition of the $ODOS Tokens, and any voting of their Governance Tokens. By signing this Agreement (including electronically), each Member acknowledges and agrees that they have either consulted with their own tax adviser and/or legal counsel or have waived their right to do so in accordance with this Agreement, and that the Company shall not be responsible for any tax obligation incurred by a Member in connection with this Agreement or the $ODOS Token.

Exhibit A

Initial Special Delegates

First Name	Last Name
Yuri	Papadin
Ahmet	Ozcan
Turan	Sert
Tumay	Tuzcu
Ariel	Barmat