OPERATING AGREEMENT FOR

Ubuntu Village Zanzibar

A DECENTRALIZED AUTONOMOUS ORGANIZATION

ARTICLE 1

DAO Formation

1.01 FORMATION.

The Members have formed a Decentralized Autonomous Organization ("DAO"). 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.

1.02 DAO NAME.

The Members may change the name of the DAO or operate under different names, provided a majority of the Members agree.

1.03 REGISTERED ADDRESSES.

a. The DAO Token address is 0xa5eC8b526d0C9205B97B93c7C08fFDe5d40cBb66 on Ethereum; b. The DAO Governor Contract address is 0x1Da276eCD8eE0A09a4668E3A1802C8d2Fa34f61f on Ethereum ; c. The DAO Treasury address is 0xDaa16eC7aBf5a05Ac6CdFdc2b64109739E9CEc2E on any blockchain network. d. The DAO Debit Card address is 0x191c1d1fD0Bc33D942fF42939d13284Fc4846387 on Ethereum.

1.04 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.

1.05 BUSINESS PURPOSE.

The DAO may conduct any and all lawful business appropriate in carrying out the DAO’s objectives.

1.06 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 stake in the DAO token 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.

1.07 ADMISSION OF ADDITIONAL MEMBERS.

Members may only be admitted to the DAO through the purchase of the DAO Token. 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.

1.08 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. Any vote under this Section may occur, provided a quorum of the membership interests is present for the vote. A quorum exists and a proposal is approved according to the rules set in the Governor Contract.

1.09 UNDERLYING SMART CONTRACT.

The Members acknowledge and agree that the underlying smart contract governs the operations of the DAO. 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 this Agreement to be amended accordingly.

ARTICLE 2

Capital Contributions

2.01 INITIAL CONTRIBUTIONS.

The Members will contribute the DAO’s initial capital in exchange for each Member receiving membership interest in the DAO.

2.02 ADDITIONAL CONTRIBUTIONS.

No Member is obligated to make any additional contribution to the DAO's capital beyond their initial contribution. The DAO may elect to raise additional contributions according to the rules of the Governor Contract.

2.03 WITHDRAWAL OF CAPITAL.

No Member may withdraw all or any part of its capital contribution except as permitted by the underlying smart contract or upon dissolution of the DAO.

2.04 NO PARTITION.

Each Member, on behalf of itself and its successors and assigns, expressly waives any right to have the DAO assets partitioned.

2.05 RETURN OF CAPITAL 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.

ARTICLE 3

Distributions

3.01 DISTRIBUTIONS.

The Members may determine to distribute available funds as the Members see fit, according to the rules of the Governor Contract. “Available funds” means the DAO’s net cash (or equivalent) as determined by the balances of the DAO Funds account and the DAO Debit Card account.

3.02 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.

3.03 NO INTEREST.

Unless the smart contract permits otherwise, no interest shall accrue on any un-withdrawn distribution.

ARTICLE 4

Management

4.01 MANAGEMENT OF THE BUSINESS.

The DAO’s day to day affairs are managed by the Members. The Members are responsible for the daily operations of the business. The Members agree that all decisions made by the DAO will be made in accordance with and through the process of the Governor Contract.

4.02 MEMBERS.

No Member shall be personally liable for the obligations of the DAO. Members may take any part in the control, management, direction, or operation of the DAO's affairs and have power to bind the DAO only in accordance with and through the process of the Governor Contract.

4.03 DISPUTES OF MEMBERS.

Disputes among Members will be decided in accordance with and through the process of the Governor Contract.

4.04 POWERS OF MEMBERS.

The Members are authorized:

a. to make all decisions regarding the DAO’s operations and legal affairs, including but not limited to:

i. the sale, development, lease, or other disposition of the DAO's assets;
ii. the purchase or acquisition of other assets;
iii. the management of all or any part of the DAO's assets;
iv. the borrowing of money and granting of security interests in the DAO's assets; v. the prepayment, refinancing, or extension of any loan affecting the DAO's assets; vi. the compromise or release of any of the DAO's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the DAO's business; and

b. to execute and deliver:

i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the DAO's assets;
ii. all orders for the payment of the DAO's funds;
iii. all promissory notes, loans, security agreements and other similar documents; and
Iv. all other instruments of any kind relating to the DAO's business and affairs.

4.06 DUTIES OF MEMBERS.

No Member has any fiduciary duty to the DAO or to any other Member.

4.07 SELF-DEALING.

Unless entered into in bad faith, no contract or transaction between the DAO and one or more of its Members, officers, or employees, or between the DAO and any other entity or organization in which one or more of its Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Member, officer, or employee interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the DAO or any Member for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes circumstantial evidence that such transaction is permitted under this section.

4.08 PERMITTED TRANSACTIONS.

Each Member, and their respective affiliates and other related parties, shall be free to engage in any activity on their own or by the means of any entity so long as neither the Member or their respective affiliates and other related parties refrains from engaging in bad faith in dealing with the DAO.

4.09 DAO INFORMATION.

Assuming such info is available on an open blockchain, Members have no right to separately inspect or copy records of the DAO and the DAO is not obligated to furnish any records to requesting Members.

4.10 EXCULPATION.

No Member shall be personally liable, directly or indirectly, for any debt, obligation, or liability of the DAO by sole reason of a being a Member. Any debt, obligation, or liability of the DAO is strictly and solely the liability of the DAO.

4.11 INDEMNIFICATION.

The DAO will not indemnify any person who was or is a party defendant or is threatened to be made a party defendant, in a pending or completed action, suit or proceeding. Members are entirely responsible for prosecuting and defending claims involving or related to the DAO, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a Member of the DAO, employee, or agent of the DAO, or is or was serving at the request of the DAO.

ARTICLE 5

Compensation

5.01 MANAGEMENT FEE.

Any Member rendering services to the DAO is entitled to compensation equal to the value of those services. Members must agree upon the value of the services according to the rules and process of the Governor Contract.

5.02 REIMBURSEMENT.

The DAO will not automatically reimburse the Members for any direct out-of-pocket expenses incurred in managing the DAO. The Members agree that no expense will be reimbursed unless approved according to the rules and process of the Governor Contract.

ARTICLE 6

Bookkeeping

6.01 BOOKS.

The underlying smart contract and blockchain ecosystem will maintain the complete and accurate accounting of the DAO's affairs.

6.02 RECORDS.

There will be no records kept of information on DAO Members except that which is available on the blockchain upon which the DAO operates.

6.03 MEMBER'S ACCOUNTS.

The underlying smart contract and blockchain ecosystem will maintain a record of each Member’s interest in the DAO and the balances of digital assets that the DAO possesses. Each Member’s account is determined by their membership interest as a percentage multiplied by the market price of the DAO Token or, in the event of dissolution of the DAO, multiplied by the value of the assets possessed by the DAO, in accordance with Article 3.

6.04 REPORTS.

The Members shall look to the open blockchain ecosystem for any statements of that Member's distributive share of income and expense for income tax reporting purposes.

ARTICLE 7

Transfers

7.02 ASSIGNMENT.

If a Member proposes to sell, assign, or otherwise dispose of all or part of the Member’s interest in the DAO, they can do so without recourse to any restrictions or obligations to other Members.

ARTICLE 8

Dissolution

8.01 DISSOLUTION.

The Members may dissolve the DAO at any time in accordance with the rules and process determined by the Governor Contract.

8.02 DISTRIBUTIONS AFTER DISSOLUTION.

Upon dissolution, the DAO must pay its debts before distributing cash, assets, or capital to the Members or the Members’ interests. The Members agree that any distributions occurring after the dissolution of the DAO shall follow the process outlined in this Agreement.

ARTICLE 9

General Matters

9.01 BINDING EFFECT.

Subject to the restrictions on transfer in this Agreement, this Agreement binds and inures to the benefit of the Members and to their respective successors, personal representatives, heirs, and assigns.

9.02 CONSTRUCTION OF HEADINGS.

The headings contained in this Agreement are included solely for the reader’s convenience and reference.

9.03 AMENDING OPERATING AGREEMENT.

This Agreement may only be amended in accordance with the rules and process of the Governor Contract.

9.04 GOVERNING LAW.

The Members acknowledge and agree that this Agreement is not governed, construed, or administered according to the laws of any particular state or country.

9.05 SEVERABILITY.

If any provision of this Agreement is deemed invalid, then the remaining provisions are to be construed as if the invalid provision was never included.

9.06 VENUE.

The venue for any dispute arising under this Agreement or any disputes among the Members or the DAO will be determined according to the rules and process of the Governor Contract.

9.07 NOTICE TO MEMBERS.

All notices to be given under the Agreement to the Members shall be given in writing according to the rules and process of the Governor Contract.

9.10 ENTIRE AGREEMENT.

This Agreement and all related exhibits schedules, attachments, etc., constitutes the sole and entire agreement by and among the Members. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written or oral, with respect to the subject matter.