THIS OPERATING AGREEMENT (this “Agreement”) of Grihd DAO LLC (the “Decentralized Autonomous Organization”), effective as of December 11, 2024 (the “Effective Date”), is entered by and between the Company and Jamel Bullock and as the initial member of the Company (the “Member”).

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WHEREAS, the Company was formed as a limited liability company on December 11, 2024 by the filing of the Articles of Organization with the Department of State of the State of Wyoming pursuant to and in accordance with the Wyoming Limited Liability Company Law, as amended from time to time (the “DAO LLC”); and

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WHEREAS, the Members agree that the membership in and management of the Company shall be governed by the terms set forth herein.

NOW, THEREFORE, the Company and the Members agree as follows:

1. Name The name of the organization shall be Grihd DAO LLC, in accordance with the Wyoming Limited Liability Company Act.

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2.Statement This LLC is organized as a Decentralized Autonomous Organization (DAO) pursuant to the Wyoming Limited Liability Company Act and will operate under its provisions.

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3. Purpose The purpose of the Company is to engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to DAO LLC.

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4. Powers The Company shall have all the powers necessary or convenient to carry out the purposes for which it is organized, including the powers granted by the DAO LLC.

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5. Term The Company shall be perpetual in nature unless the company is dissolved in accordance with section 14 of this agreement.

 

6. Principal Office The location of the principal office of the Company shall be 30 N Gould St Ste R Sheridan, WY 82801 or 4261

Burns Ave, Los Angeles, CA 90029 as the member(s) may designate from time to time.

 

5.Controls To the extent that the rights or obligations of the Company or the Members under provisions of this Agreement differ from that of Wyoming State law, absent such a provision, this Agreement, to the extent permitted under Wyoming State law, shall control.

 

7. Registered Agent The registered agent for Grihd DAO LLC is:

 

Name: Registered Agents Inc

Address: 30 N Gould St Ste R

Sheridan, WY 82801

 

The registered agent has consented to serve in this capacity.
 

8. Public Identifier

grihddao.eth (ens.domains/Coinbase / Etherscan)

 

9. Members

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a. Initial Members. The Members collectively own 100% of the “Membership Interest” in the Company. The name, mailing address and Membership Interest of the Members are as follows and additional as set forth on Exhibit A attached hereto and incorporated by reference:

 

Name                                     

Jamel Bullock                               

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Address

4261 Burns Ave Los Angeles, CA   

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Membership Interest

100% Los Angeles, CA 90029

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b. Additional Members. One or more additional members may be admitted to the Company upon unanimous written approval and consent by all Members, as defined below. Prior to the admission of any additional member(s), the Members shall amend this Agreement to make such changes as the Members determine to reflect the fact that the Company shall have such additional member(s). Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary. Additional Members shall have no right to participate in the management of the business and affairs of the Company without first receiving the unanimous written consent of the Members.

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c. Transfer of Ownership. No Member may transfer their Membership Interest in the Company at any time, unless first offering the interest to the other Members in writing pursuant to the terms of Section 8(d) herein. Following transfer, the transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member of the Company without the unanimous written consent of all the Members. The transferee shall only be entitled to receive the share of the profits, losses or other compensation and the return of contributions, if any, to which that member would otherwise be entitled.

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d. Right of First Refusal. Upon the proposed sale of Membership Interest, the remaining Members shall have the option to purchase the Membership Interest of the selling Member in the Company (“Right of First Refusal”). All such purchases shall be on the terms and conditions as follows:

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i. The Member(s) agree to engage in good faith negotiation to assess the value, purchase price and equitable disposition of Membership Interest.

ii. If the selling Member and other Members are not able to agree upon the value of the applicable Membership Interest, then such Membership Interest will be appraised by an independent appraiser, selected and paid for by the selling Member. The other Member(s) may object to the appraisal within fifteen (15) days of receipt of such appraisal. In event of such objection, the Membership Interest shall be appraised by two (2) new appraisers, one (1) of whom shall be selected and paid for by the selling Member and one (1) of whom shall be selected and paid for by the remaining Members of the Company.

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iii. In the event that the appraisers are unable to arrive at the same appraisal figure, after attempting to do so in good faith, the average of the two

 

(2) appraisal figures shall be used to arrive at the appraisal value for the Membership Interest, upon which the

purchase price shall be fixed.

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iv. Each remaining Member shall have the right, but not the obligation, to subscribe for such interest in proportion
to their current Membership Interest in the Company. In the event any of the remaining Members fail to subscribe for their proportionate share of such interest, then the remaining Members who purchased their full share shall, within ten (10) days thereafter, have the right to purchase proportionately such additional Membership Interest until each remaining Member has the opportunity to purchase all of such Membership interest of the selling Member.

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v. The appraised sum shall be paid to the selling Member over a period of time and in such amounts as determined by the Members good faith mutual agreement. If no agreement can be reached, then the sale shall be for a term of three (3) years at an interest rate equal to the applicable federal rate in effect at the date of sale.

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vi. If the other Members do not elect, within thirty (30) days following the date on which the appraised sum for the Membership Interest is determined, to purchase the Membership Interest, then the selling Member, or their estate, may dispose of their Membership Interest however they see fit.

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vii. No such transfer by a selling Member shall of itself effect dissolution of the Company. Any such transfer of Membership Interest shall be reflected by an amended version of this Agreement.

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viii. A person or party who obtains the Membership Interest of a Member of the Company shall not have the right to become a substitute Member without the unanimous written consent of all Members.

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e. Withdrawal or Death of Member(s). Should a Member die or voluntarily withdraw from the Company, the remaining Member(s), individually or jointly, will have the Right of First Refusal to purchase that Member’s Membership Interest in the Company, subject to Section 8(d) of this Agreement.

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f. Duties of Members. The Members shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights.

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Accounting and Distributions

a. Fiscal Year. The Company’s fiscal year shall end on the last day of December.

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b. Capital Contribution. The Members agree to make an “Capital Contribution,” as defined below, to the Company as set forth on Exhibit A, attached and incorporated hereto by reference. For purposes of this Agreement “Capital Contribution” shall mean with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/or agreed to be contributed to the Company by such Member, as listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. No Member shall be entitled to interest on their Capital Contribution, except as expressly provided by this Agreement, or as required by law and no Member shall have the right to demand or receive the return of this Capital Contribution.

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c. Capital of the Company. The capital of the Company shall be the aggregate amount of the capital contribution made to it by the Members.

 

d. Initial Capital Contributions. On the Effective Date of this Agreement, the Members hereby agree to contribute such cash, proper- ty or services to the Company, as listed on Exhibit A, to capitalize the Company as initial capital contribution.

 

e. No Additional Contributions. No Member shall be required to make any additional Capital Contribution to the Company without the prior unanimous written consent of the Members.

 

f. Profits/Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annu- al basis and allocated to the Members in proportion to each Members’ Membership Share. All financial books and records, includ- ing tax returns and financial statements shall be kept at the principal office of the Company and will be accessible to the Members during normal business hours.

 

g. Distribution. Unless otherwise provided in this Agreement, a distribution to a Member of profits or losses shall be made in the same manner and proportion to each Members’ Membership Interest. Additional allocations may be made to the Members through- out the fiscal year at the times and in the amounts determined by the Members, not to exceed each Member’s Membership Interest. All distributions shall be made at such time and in such amounts as determined by the exclusive and unanimous written consent and approval of all Members.

 

h. Allocation. Except as otherwise provided in this Agreement, all items of income, gain, loss, deduction and credit, whether resulting from the Company’s operations or in connection with the Company’s dissolution, shall be allocated to the Members for federal, state and local income tax purposes in proportion to each Member’s respective Membership Interest.

 

i. Capital Accounts. Individual Capital Accounts, as defined below, must be maintained for each Member, unless the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable tax laws. For pur- poses of this Agreement “Capital Account” shall mean, with respect to any member, an account consisting of such Member’s Capital Contribution, (1) increased by such member’s allocated share of income and gain, (2) decreased by such Member’s share of losses and deduction, (3) decreased by any distribution made by the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax laws.

 

j. Compensation. Upon the unanimous written consent and approval of the Members, the Members may be permitted and granted the authority to set compensation for individual Members, Officers or Board members of the Company.

 

k. Financial Records. All financial records shall be maintained and reported baed on generally accepted accounting practices.

 

l. Member Loans. No Member shall be required or permitted to make any loans or otherwise lend any funds in the form of a loan to the Company, except with the unanimous consent and written approval of all Members. All such loans shall represent a debt of the Company payable or collectible solely from the assets of the Company in accordance with the terms and conditions upon which such loans were made, and no loans made by any Member of the Company shall have any effect

on such Member’s Membership Interest.
 

m. Prohibition on Hypothecation by Members. No Member shall mortgage or grant security interest in their interest in the Company.

 

d. Application of Wyoming Law. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of Wyoming State law.

 

e. Confidentiality. The Company and the Member shall not disclose to any third party, and shall maintain the confidentiality of, any non-public information with respect to the Company and the Members respective investment in and management of the Company; provided, however, that disclosure of any such information is permitted (a) to the extent required to be disclosed by applicable law or legal process, (b) to a Member’s professional advisors, or (c) to the extent agreed upon by the Members.

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f. Severability. In the event that any provision of this Agreement is declared invalid, illegal or unenforceable, such provision shall sur- vive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.

 

g. Incorporation by Reference. The recitals, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference.

 

h. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.

 

i. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject mat- ter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.