OPERATING AGREEMENT OF SUPERBENEFIT DAO LLC

NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS

The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other resident domestic or non-resident domestic limited liability companies. The DAO Act, underlying smart contracts, certificate of formation, and limited liability company agreement (i.e., the operating agreement), if applicable, of a decentralized autonomous organization may define, reduce, or eliminate fiduciary duties and may restrict the transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization.

This Operating Agreement ("the Agreement") of SuperBenefit DAO LLC, a non-profit limited liability company (the "Company") incorporated as per the laws of the Republic of the Marshall Islands pursuant to the Marshall Islands Limited Liability Company Act of 1996 (as amended, the "LLC Act"), the Marshall Islands Non-Profit Entities (Amendment) Act of 2021 (as amended, the "Non-Profit Act"), the Marshall Islands Business Corporations Act (as amended, the "BCA") and the Decentralized Autonomous Organization Act, 2022 (as amended, the "DAO Act"), by and among the Company and the persons executing this Agreement (individually "Member" and collectively "Members"), causing the filing of the certificate of formation of the Company (the "Certificate of Formation"), with the Marshall Islands Registrar of Corporations shall be effective as of the date of the issuance of the Certificate of Formation ("the Effective Date"). Capitalized terms have the same meaning as those defined in the relevant law.

WHEREAS, in pursuit of compliance with a fit-for-purpose legal regime that seeks to protect members and support innovation, the Members of the Company approved the incorporation of the Company as a Marshall Islands non-profit limited liability company and decentralized autonomous organization.

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

ARTICLE I - ORGANIZATION

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

I.2 Decentralized Autonomous Organization. The Company is a decentralized autonomous organization within the meaning of §102(c) and §104(1) and (3) of the DAO Act, whereby the notice of restrictions on duties and transfers appears conspicuously at the beginning of this Agreement.

I.3 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 as 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.

I.4 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. The Company shall maintain a Digital Infrastructure Policy in the DAO State that establishes official online venues, repository management procedures, and public access protocols. All governance activities shall utilize the digital infrastructure established in such policy. For purposes of this Agreement, "DAO State" refers to the Company's comprehensive governance repository containing all agreements, policies, proposal archives, and related documentation that constitute the current state of the Company's governance framework.

I.5 Term. The Company shall commence upon the date of the filing of the Certificate of Formation and shall continue in existence until dissolved pursuant to this Agreement.

I.6 Relationship to SuperBenefit Community. The Company exists as a distinct governance body within the broader SuperBenefit network and shall maintain operational separation from the SuperBenefit community. The Company shall participate in governance coordination with other bodies within the SuperBenefit network, including the SuperBenefit Community and coordination bodies as established in this Agreement. This organizational structure shall:

A. Enable the Company to maintain exclusive authority over business operations while the SuperBenefit Community retains autonomous authority over cultural and social matters;

B. Permit persons who participate in SuperBenefit community activities but who are not Members of the Company to engage in such activities without thereby incurring liability for or legal association with the Company's business operations;

C. Provide for the Company to receive specified rights and benefits through agreements with the SuperBenefit Community, which rights may include but are not limited to trademark and brand usage, access to community platforms, and participation in community support systems, all as may be established through governance agreements between the respective bodies;

D. Establish coordination mechanisms through onchain governance infrastructure that enables shared governance authority among the various bodies within the SuperBenefit network.

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 and may exercise the powers and privileges conferred upon limited liability companies by the laws of the Marshall Islands only in furtherance of and subject to its company purpose.

II.2 Purposes of the Company. The Company is organized exclusively for charitable, educational, scientific, and other types of "good works" purposes and not for profit. Specifically, the Company shall research and incubate initiatives that harness emerging technologies and practices in pursuit of systems transformation.

II.3 Authority of the Company. The Company shall have and exercise all of the powers and authority conferred by Marshall Islands law on an entity recognized as a decentralized autonomous organization limited liability company with non-profit status, and insofar as this entity form is recognized by foreign laws as a legal person separate and distinct from its Members, then the Company shall also have all of the powers and authority as conferred by those foreign laws.

II.4 No Private Inurement. No part of its assets, income, or earnings shall inure to the benefit of, or be distributable to, any person or individual, including a Member or non-Member or any private individual of the Company, during the life or upon dissolution of the Company, except:

A. In accordance with the advancement of the Company's purpose; B. So that reasonable compensation may be paid for services rendered to or for the Company advancing its purpose; and C. For reimbursement of expenses incurred on behalf of the Company for advancing its purpose where the Company has provided prior approval of the amount and nature of expenses to be reimbursed and to whom.

II.5 Limitation of Non-Profit Activities. In accordance with the Non-Profit Act, the Company maintains non-profit status if it exclusively engages in raising or disbursing funds for charitable, religious, scientific, educational, social, fraternal, or any other types of "good works" if:

A. No part of the net earnings inures to the benefit of any person or individual; B. Its activities do not exclusively involve disseminating propaganda or otherwise attempting to influence legislation; and C. It does not participate in, intervene in, or disseminate statements on behalf of or in opposition to any candidate running 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 Participant Classes. The Company recognizes two classes of participants:

A. Cells: Autonomous teams that carry out SuperBenefit's purpose, which constitute the Company's Members. Cells are identified by ownership of permissioned multisignature wallets, and participate in operational governance through consensus mechanisms established in the DAO State. Technical implementation details for Cell identification shall be specified in the Cell Policy.

B. Contributors: Individuals who participate in the Company's activities through Cells. While Contributors do not hold direct Company membership, they exercise collective governance through their Cells. Contributors are identified by Cell-issued role badges and participate in Cell governance as established in the DAO State. Technical implementation details for Contributor identification shall be specified in the Contributor Eligibility Policy.

III.2 Eligibility and Accountability. The Company shall maintain eligibility criteria for all participants through policies in the DAO State. Cells shall ensure their operations and Contributors' conduct comply with applicable Company policies. Contributors remain accountable to their Cells for role performance within Company policy constraints.

III.3 Transparency and Documentation. The Company shall maintain a public directory of Members and transparency requirements in accordance with the DAO Act. All operational policies, formation processes, and accountability structures shall be detailed in the Cell Eligibility Policy, Contributor Eligibility Policy, Cell Policy, and DAO Member Policy in the DAO State.

III.4 Voting Rights. Only Cells exercise voting rights in Company governance. Contributors possess no direct voting rights and participate in governance exclusively through their Cell relationships. Cells shall ensure their contributor eligibility criteria provide Contributors with access to community governance, enabling direct participation in community matters distinct from Company operations. Voting mechanisms, delegation procedures, and decision-making frameworks shall be established in the Voting Policy and Cell Policy in the DAO State.

ARTICLE IV - RIGHTS AND DUTIES OF MEMBERS

IV.1 Management Rights. All Cell Members who have not Dissociated (as defined in Article VIII) shall be entitled to vote on any matter submitted to a vote of the Members in accordance with the Voting Policy in the DAO State.

IV.2 Liability of Members. No Member shall be liable for the liabilities of the Company unless otherwise provided for in this Agreement or any governance rules approved in accordance with this Agreement. 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 shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

IV.3 No fiduciary duties unless expressly approved. In accordance with §109 of the DAO Act, no Member shall have any fiduciary duty to the Company or any Member unless otherwise provided for in this Agreement or any governance rules approved in accordance with this Agreement.

IV.4 Good faith and fair dealing. In accordance with §109 of the DAO Act, Members are subject to the implied contractual covenants of good faith and fair dealing in respect of their interactions with the Company or any Member.

IV.5 Miscellaneous Obligations. Each Member shall be duty-bound to act consistently and in compliance with each of the provisions of this Agreement and with all policies, rules, and decisions of the Company adopted in accordance with the DAO State governance framework.

ARTICLE V - MANAGEMENT

V.1 Member-Managed. The Company shall be member-managed. Members shall make decisions through governance processes established in the DAO State, including the Voting Policy and other metagovernance policies. Governance activities carried out by the Members of the Company constitute "Operational Governance" for purposes of this Agreement. The General Circle, further defined in Article V.5, serves as a coordination body within Operational Governance.

V.2 Policy Domains. The Company's activities shall be organized through policy domains as established in the DAO State. Operational governance has authority over Operational Policies, which govern work coordination, resource allocation, and contributor activities. Operational governance may create sub-domains within Operational Policies and delegate authority to create or update policies within those sub-domains.

V.3 Authority Delegation. The Company shall maintain an Authority Delegation Policy in the DAO State that establishes procedures for delegating policy-making authority to the General Circle or other groups. All delegations must remain revocable and subject to Member oversight as established in such policy. Members are bound by the delegation procedures and oversight requirements established in such policy.

V.4 Authority to Bind Company. Only Members acting in accordance with the governance processes established in the DAO State shall have the authority to bind the Company. Operational governance may create governance bodies with authority to bind the Company within defined scopes, or delegate such authority to specific roles or entities within particular boundaries. The Authority Delegation Policy in the DAO State shall establish the specific procedures, limitations, and accountability mechanisms for binding the Company.

V.5 Operational Governance and Delegation. Operational governance authority is exercised by Cells through consensus mechanisms established in Company policies. Recognizing the coordination requirements of multi-Cell consensus:

A. Operational governance may delegate specific authorities to facilitate effective coordination, as detailed in the Authority Delegation Policy.

B. The General Circle, as established in the General Circle Policy, serves as the default delegate for all operational authorities that are not otherwise delegated or reserved for formal Cell consensus processes. This ensures operational effectiveness while maintaining Member oversight.

C. All delegations remain revocable and subject to Member oversight through mechanisms established in Company policies.

ARTICLE VI - ACCOUNTING AND RECORDS

VI.1 Required Records. The Company shall maintain records as required by the DAO Act and as detailed in the DAO State. The following records shall be kept and maintained for a minimum of five (5) years:

A. A complete list of current and former Members or the mechanism by which membership can be determined; B. A copy of the Certificate of Formation and all amendments thereto; C. A copy of this Agreement, including all amendments thereto; D. The DAO State governance documentation as maintained in the Company's governance repository; E. Any meeting minutes, accounting records, and financial statements of the Company; F. Records of all governance decisions as maintained in the Proposal Archive within the DAO State.

The Company shall maintain a Data Management Policy in the DAO State that establishes data collection, retention, privacy protection, and access control procedures. All record keeping and data management activities shall comply with such policy.

VI.2 No Separate Rights to Access Public Information. In accordance with §111 of the DAO Act, except for relevant government officials with reasonable grounds to investigate a violation of the laws of the Marshall Islands, no one shall have the right under the LLC Act to demand to separately inspect or copy records of the Company, and it shall have no obligation to furnish any information to anyone concerning its activities, financial condition or other circumstances to the extent the information is publicly available on a distributed ledger or already publicly available such as in the DAO State governance repository.

VI.3 Public Member Directory. The Company shall maintain in an obvious and conspicuous location within the DAO State either:

A. A current directory of all Members; or

B. A clear reference to the mechanism by which the current list of Cell Members may be obtained from onchain data.

Such directory or mechanism reference shall be kept current and accessible to support transparency and enable verification of membership status. The underlying membership data shall be maintained onchain, though viewing mechanisms may utilize offchain interfaces for accessibility.

ARTICLE VII - CONTRIBUTIONS

VII.1 Initial Contributions. The minimum initial contributions required to establish the Company have been made. The Company shall maintain a Resource Allocation Policy in the DAO State that establishes procedures for additional contributions, budget management, and expense approval. All Members are bound by the financial procedures established in such policy.

ARTICLE VIII - DISSOCIATION OF A MEMBER

VIII.1 Member Status Cessation.

A. Cell Members: A Cell shall cease to be a Member automatically upon:

Voluntary renunciation of their Cell membership role badge, which takes effect immediately upon renunciation;
No longer meeting the eligibility requirements specified in the Cell Eligibility Policy; or
Following cessation procedures established in the Cell Policy.

B. Contributors: While Contributors are not Members, their participation may cease through:

Voluntary renunciation of their role badge, which takes effect immediately;
Revocation by their Cell; or
Procedures established in the Contributor Eligibility Policy and DAO Member Policy.

Each class shall have cessation procedures appropriate to its structure, including voluntary withdrawal and involuntary removal processes, as detailed in their respective policies in the DAO State.

VIII.2 No Distribution on Cessation of Member Status. The voluntary or involuntary cessation of a person's Member status 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.

ARTICLE IX - ADMISSION OF ADDITIONAL MEMBERS

IX.1 New Members.

A. New Cell Members: New Cells may become Members by meeting the eligibility requirements specified in the Cell Eligibility Policy and following admission procedures established in the Cell Policy.

B. New Contributors: Individual Contributors join the Company's activities by being admitted to a Cell. Each Cell maintains autonomy over its contributor selection within the constraints of the Contributor Eligibility Policy and other applicable Company policies.

The admission process respects the decentralized nature of the Company's membership structure.

IX.2 Additional Membership Requirements. Additional requirements may be established through Company policies in the DAO State in accordance with applicable law and organizational values.

ARTICLE X - DISSOLUTION

X.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:

A. Approval by a vote of the Members in accordance with the dissolution requirements established in the Voting Policy in the DAO State; or B. Any of the events specified in §114(1) of the DAO Act.

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

X.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.

X.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 XI - AMENDMENT

XI.1 Amendment or Modification. This Agreement may be amended or modified only through the constitutional amendment requirements established in the Voting Policy in the DAO State. Such requirements shall include heightened approval thresholds to protect the fundamental structure established herein.

XI.2 DAO State Governance. The policies and procedures maintained in the DAO State may be modified through their respective governance processes as established in this Agreement and detailed in the DAO State governance framework.

ARTICLE XII - DISPUTE RESOLUTION

XII.1 Dispute Resolution Process. The Company shall maintain a Dispute Resolution Policy in the DAO State that establishes procedures for mediation, arbitration, and appeals. All disputes arising under this Agreement or relating to Company activities shall be resolved in accordance with such policy. All Members are bound by the dispute resolution procedures established in such policy.

XII.2 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 its conflict-of-law principles.

ARTICLE XIII - MISCELLANEOUS PROVISIONS

XIII.1 Entire Agreement. This Agreement, together with the policies and procedures maintained in the DAO State governance repository, represents the entire agreement among all the Members and between the Members and the Company.

XIII.2 DAO State Integration. The DAO State constitutes an integral part of the Company's governance framework, serving as the comprehensive repository of all governance documentation. Members agree to be bound by this Agreement and all validly adopted policies and procedures in the DAO State. The Company shall maintain the DAO State as the authoritative source for its governance documentation, ensuring public accessibility and regular updates as governance evolves.

XIII.3 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.

XIII.4 Indemnification. Subject to applicable laws and any restrictions set forth in this Agreement, the Company shall have the power to indemnify and hold harmless any Member or other person from and against any and all claims and demands whatsoever in accordance with policies established through the governance processes detailed in the DAO State.

XIII.5 Policy Implementation Timeline. All policies referenced in this Agreement and required to be maintained in the DAO State shall be created, approved, and implemented within twenty-four (24) months of the Effective Date of this Agreement. Until such policies are established, interim procedures may be adopted through Member governance processes to ensure operational continuity. The Members shall prioritize the development of these policies to ensure full implementation of the governance framework established herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

COMPANY:

SuperBenefit DAO LLC

CELLS:

CXI
DAO Primitives
Reimagining Power
All In For Sport