LIMITED LIABILITY COMPANY AGREEMENT

(MEMBER MANAGED)

OPERATING AGREEMENT OF TREAT DAO LLC

 This Operating Agreement of Treat DAO LLC, a nonprofit limited liability company
(the “Company”), organized pursuant to the Marshall Islands Limited Liability Company Act
(the “LLC Act”) and the Marshall Islands Non-Profit Entities Act (the “Non-Profit Act”), is
entered into and shall be effective as of the Effective Date (as defined below), by and among
the Company and the persons executing this Agreement as Members.

I.
FORMATION

I.1. Organization. The Members hereby organize the Company as a Marshall

Islands nonprofit limited liability company pursuant to the provisions of the LLC Act and
the Non-Profit Act.

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 the Certificate of Formation was
filed with the Registrar of Corporations (the “Effective Date”), and shall continue in
existence until terminated pursuant to this Agreement.

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. Purposes. The Company is organized for the following specific purposes and
powers:

II.2.1. The Company is organized exclusively for charitable and educational

purposes. Specifically, the Company is a community project that creates, oversees and
promotes improved opportunities in the Web 3 space and beyond for SFW (Safe for
Work) and NSFW (Not Safe for Work) creators and enthusiasts.

II.2.2. The Company shall have and exercise all of the powers conferred by
law on nonprofit entities. The Company is not organized for profit. No part of its assets,
income or earnings shall be distributed to any Member, officer, employee or any private

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individual, except that reasonable compensation may be paid for services rendered to or
for the Company effecting one or more of its objects and purposes or for reimbursement
of expenses incurred on behalf of the Company. 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. 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.

III.
MEMBERS

III.1. Member Eligibility. All Members shall at all times own their Membership
Interests in their own right. Membership shall be limited to those individuals or entities
that are holders of the $Treat Tokens (the “Tokens”) located in the Smart Contract on the
Binance Smart Chain blockchain at address
0x01bd7acb6fF3B6Dd5aefA05CF085F2104f3fC53F. Each Token represents one
Membership Interest, with fractional Tokens representing fractional Membership
Interests. “Smart Contract” means an automated transaction which is comprised of code,
script or programming language that executes the terms of an agreement and which may
include taking custody of and transferring an asset, administrating membership interest
votes with respect to a decentralized autonomous organization or issuing executable
instructions for these actions, based on the occurrence or nonoccurrence of specified
conditions. The Company is a member managed decentralized autonomous organization.

III.2. Initial Members. The names and addresses or Digital Ledger identifiers of the
Initial Members and the designation of Managing Members are as reflected on Exhibit A
attached hereto and made a part hereof as if set forth fully herein.

IV.
RIGHTS AND DUTIES OF MEMBERS

IV.1. Management Rights. All 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.
Except as otherwise provided in this Operating Agreement, any difference with respect to
the ordinary course of the business action shall be decided by a vote of the Members
where each Membership Interest gives a Member one vote and requiring at least 50% of

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the voting Membership Interests voting in favor. Votes shall be publicized widely in the
community on active social channels and shall run for 7 days unless the managing
members decide by majority to shorten the voting period to 3 days or by unanimous vote
to shorten the voting period to 24 hours.

IV.2. Liability of Members. Subject to subsection (3) of this Article, 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 the Operating Agreement or the Act shall not
be grounds for imposing personal liability on the Members for liabilities of the Company.

IV.3. Miscellaneous Obligations. It shall be the duty of each Member to act at all
times consistently with and in compliance with all and each of the provisions of this
Operating Agreement, with the Company’s Governance Principals attached as Exhibit C,
and with all policies, rules and decisions of the Company adopted in accordance with any
of the provisions of this Operating Agreement.

V.
MANAGING MEMBERS AND COMMITTEES

V.1. Managing Members. The ordinary and usual decisions concerning the
business affairs of the Company shall be made by the Managing Members (also known as
the “Oversight Council”), except as limited or excluded by DAO vote or adopted DAO
governance. In all cases, the managing members decisions are subject to the expressed
will of the DAO, and furthermore, decisions exceeding the authority limits specified in
Appendix D shall require approval by a vote of the Members. The authorized number of
Managing Members shall be such number as may from time to time be authorized by a
vote of the Members as described in Article IV. The initial Managing Members are
identified on Exhibit A.

V.2. Term of Managing Members. No Managing Member shall have any

contractual right to such position. Each Managing Member shall serve until the earliest
of:

V.2.1. The Dissociation of such Managing Member;

V.2.2. The resignation of such Managing Member;

V.2.3. Removal of the Managing Members by a vote of the Members as

described in Article IV (section 4.1); or

V.2.4. The election and qualification of the Managing Member’s successor by

a vote of the Members as described in Article IV.

V.3. Authority of Members to Bind Company. Only the Managing Members and
agents of the Company authorized by the Managing Members shall have the authority to
bind the Company. Managing Members may not bind the Company without written

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agreement from a majority of the Managing Members. Managing Members authority to
bind the Company is subject to the authority limits specified in Exhibit D, and Managing
Members shall require approval via vote of the Members to bind the Company in excess
of the limits in Exhibit D. No Member who is not either a Managing Member or
otherwise shall take any action to bind the Company. Each Managing Member has the
power, on behalf of the Company, to do all things necessary or convenient to carry out
the business and affairs of the Company.

V.4. Compensation of Managing Members. Each Managing Member shall be

reimbursed all reasonable expenses incurred in managing the Company and shall be
entitled to compensation, in an amount to be determined from time to time by a by a vote
of the Members as described in Article IV.

V.5. Removal of Managing Members. Any Managing Member may be removed

for gross negligence, self-dealing, or embezzlement, or other such reasons as the
Members see fit, by a vote of the Members as described in Article IV.

V.6. Election of New Managing Members. Every 6 months, the Membership shall
elect a new set of five Managing Members decided by a vote of the Members as
described in Article IV.

V.7. Appointment of Executive Officer. [I think we need something specifying that

we have an executive officer, who runs the company day to day, and is appointed by the
council, and that person has some authority — like up to the level of a managing
member, and subject to exhibit D]

V.8. [Do we need this? We don’t have committees right now.] Committees.
Certain decisions concerning the business affairs of the Company shall be made by
Committees elected by a vote of the Members as described in Article IV.

V.9. Removal or Replacement of Committee Members. Any Committee

Member may be removed or replaced by a vote of the Members as described in Article
IV.

VI.
ACCOUNTING AND RECORDS

The Managing Members shall maintain the following records at the Principal Office or
in the smart contracts referenced in this agreement:

VI.1. (i) A current list of the full name and last known business address, or (ii)
Digital Ledger identifier of each Member, former Member and other holder of a
Membership Interests;

VI.2. 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;

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 VI.3. Copies of the Operating Agreement including all amendments thereto;

VI.4. Any accounting records and financial statements of the Company;

VI.5. Minutes of all meetings, or records of all actions taken without a meeting by,
the Members.

VII.
CONTRIBUTIONS AND CAPITAL ACCOUNTS

VII.1. Initial Contributions. On or before the date of filing of the Certificate of

Formation with the Registrar of Corporations, each Initial Member has made a sufficient
Capital Contribution to the Company for the Company to begin its operations. No
interest shall accrue on any Capital Contribution and no Member shall have the right to
withdraw or be repaid any Capital Contribution except as provided in the Operating
Agreement. A list of some such Contributions is attached as Exhibit B, although
Contributions are not required to be listed therein.

VIII.
DISSOCIATION OF A MEMBER

A Member shall cease to be a Member upon the happening of any of the following
events:

VIII.1. the Retirement or Withdrawal of a Member;

VIII.2. the Member ceasing to hold a tokenized Membership Interests as described in

Article III;

VIII.3. Removal of the Member by a vote of the Members as described in Article IV;

VIII.4. the Member’s ceasing to be eligible to be a Member of the Company; or

VIII.5. the Member’s becoming a Bankrupt Member.

IX.
ADMISSION OF ADDITIONAL MEMBERS

The Members, by a vote of the Members as described in Article IV, may increase or
decrease the Membership Interests and determine the Capital Contributions of any new Members
to which new Membership Interests are issued. Any new Members may join by acquiring a
tokenized Membership Interests as described in Article III.

X.
DISSOLUTION

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 The Company shall be dissolved and its affairs wound up in accordance with Part V of
the Non-Profit Entities Act, 2020.

XI.
AMENDMENT

XI.1. Operating Agreement May Be Modified. The Operating Agreement may be

modified as provided in this Article (as the same may, from time to time be amended).

XI.2. Amendment or Modification of Operating Agreement. The Operating

Agreement may be amended or modified from time to time only by a written instrument
adopted by the Managing Members and executed by a vote of the Members as described
in Article IV.

XII.
MISCELLANEOUS PROVISIONS

XII.1. Entire Agreement. The Operating Agreement represents the entire agreement
among all the Members and between the Members and the Company.

XII.2. Governing Law. The Operating 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.

COMPANY:

_________________________________________
By:
Its: Managing Member

_________________________________________
By:
Its: Managing Member

_________________________________________
By:
Its: Managing Member

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_________________________________________
By:
Its: Managing Member

_________________________________________
By:
Its: Managing Member

MEMBERS:

_________________________________________
By:
Member

_________________________________________
By:
Member

_________________________________________
By:
Member

_________________________________________
By:
Member

_________________________________________
By:
Member

_________________________________________
By:
Member

_________________________________________
By:
Member

Other Members have executed and will execute this Agreement by their purchase or
any use of the $Treat Token located on the Binance Smart Chain blockchain at address
0x01bd7acb6fF3B6Dd5aefA05CF085F2104f3fC53F.

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 EXHIBIT A

Managing Members
Martin Bryce Binance Smart Chain: 0xbc6928efb1a638EB102907aB350b80dBDaf30a07
Mr. Bates Binance Smart Chain: 0xA3096ecc4AE1AB833e3f54fbF371873211822B41
Tatenda_____ Binance Smart Chain: 0x585865b1bd74b773B8FeF871289ac895742B22bC
Viceroy Binance Smart Chain: 0x1a047C287FA160dcCE8E9d417dAC5707f289F426
Ashtoshi____ Binance Smart Chain: 0x7036571da80DD49B43163AA5674578252CfBf991

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 EXHIBIT B: Initial Contributions

 The Treat DAO Logo in all forms

All Treat DAO copyrights and trademarks

 Multi-Sig Treasury wallet and all assets and contracts held or controlled by it. Address
0x92d3fb02eb038944fc7a8b414721bf8b009df765 on the Binance Smart Chain
blockchain (also known or referred to as the Treat DAO Treasury wallet)

 All assets held in or controlled by the Treat DAO ETH Multi-Sig wallet:
0xC6863E579710A16e916591AAA9B85487625885F4

 All assets held or controlled by the Official Treat DAO Creator wallet:
0x504EFFb8897fF730cBc75dE8F04cde890BB33F7d (BSC, ETH, etc.)

 All video, audio, images, and text published so far by the Treat DAO community
NFTs may be seen on https://www.treatdao.com/ and
https://opensea.io/collection/treatofthemonth
https://opensea.io/collection/treat-nft-v2
https://opensea.io/collection/treat-nft-polygon

Treat Monthly Magazines at https://issuu.com/treatdao

(examples, not exhaustive)

 All Email Accounts used by the Treat DAO Team on behalf of Treat DAO including:
treatdao@gmail.com
Team@TreatDAO.com
Talent@TreatDAO.com
Hello@TreatDAO.com
Support@TreatDAO.com
Help@TreatDAO.com
Press@TreatDAO.com

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  All Domains set up for use for Treat DAO including:
www.treatdao.com
www.treatdao.org
www.treatnfts.com

 Treat DAO Githubs and databases and all related code developed on behalf of Treat DAO
including but not limited to what is found in the following repositories:
https://github.com/TreatDAODev/marketplace
https://github.com/TreatDAODev/packages
https://github.com/TreatDAODev/fans
https://www.mongodb.com/

 The following Social Media Accounts and other accounts created or maintained by or for
Treat DAO:
https://twitter.com/treatdao
https://twitter.com/Treatdao_nsfw
https://www.instagram.com/treat.dao/
https://www.instagram.com/be.a.treat/
https://t.me/Treatdao (And all Treat DAO Telegram Chats)
https://treatdao.medium.com/
https://www.tiktok.com/@treatdao
https://linktr.ee/treatdao
https://linktr.ee/treatdaosocials
https://www.youtube.com/channel/UClVgJ6f2Wdxpttsf93iWjrA
https://www.youtube.com/c/TreatDAO
https://discord.com/invite/NY3yK8KB5X (And all Treat DAO Discord Channels)

 Accounts with these and other services assigned to the treatdao@gmail.com Email
account and/or otherwise designated Treat DAO and/or used on behalf of Treat DAO:
www.airtable.com
www.passbase.com
www.upwork.com
www.cloudflare.com
www.quicknode.com
https://moralis.io/
www.uploadcare.com
www.livepeer.com
www.sendgrid.com

 Accounts with these and other services assigned to the team@treaetdao.com Email
account and/or otherwise designated Treat DAO and/or used on behalf of Treat DAO:
https://app.intercom.com/
https://www.printful.com/
https://accounts.shopify.com/

This list of initial contributions is not to be considered exhaustive. All current Treat DAO assets
are initial contributions to the Treat DAO LLC.

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 EXHIBIT C: Treat DAO’s Governance Principals

DAO stands for Decentralized Autonomous Organization. In the case of Treat DAO,
it means Treat is a community directed project. $Treat holders are in ultimate control
of the treasury, the development choices, and the day-to-day leadership.

The oversight council is a leadership group elected by $Treat holders each quarter
(terms were extended to 6 months by DAO vote, but vacancies may be filled as
needed or quarterly).

Holders with 73,400 $Treat have some perks. There are chats in both telegram and
discord which are limited to Melon level holders. Creators holding this amount of
$Treat also have treasury fees reduced and referral fees increased.

In addition to electing the Council, the DAO is called upon from time to vote on
significant things for the project. A vote may be called by anyone with 73,400 $Treat
to go before the entire DAO for consideration. The process should start with informal
discussion in the community (Discord, Telegram, The Melon Room[s]) After
discussion has fine-tuned the idea it should be submitted to someone on the team for
formatting and scheduling to vote. The votes themselves are done on Snapshot and
the history of all votes is available there as well.

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 EXHIBIT D: Managing Member Authority Limits

The following limitations are placed on the managing members acting on behalf of the Treat
DAO LLC. Any of these actions require additional authorization by DAO vote:

• Change in the nature or purpose of the DAO per II.2.1

• Sale or merger of the Company or any subordinate company or enterprise.

• Sale or distribution of assets greater in value than 20% of the average market capitalization of
$TREAT over the past 30 days, calculated using a volume-weighted average price
methodology with pricing data from a reputable third-party source such as CoinGecko or
Dexscreener.

Furthermore, the managing members may be limited by the Treat DAO in other ways as
expressed by Treat DAO vote or additional governance documents approved by the Treat DAO.

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