Memorandum of Association

Foundation Companies Act, 2017

Foundation Company

Limited by Guarantee and Not Having a Share Capital

Memorandum of Association

Foundation Company Name

1 The name of the Foundation Company is DIMO Foundation.

Status

2 The Foundation Company is a “company” within the meaning of the Companies Act (as revised) and a “Foundation Company” within the meaning of the Foundation Companies Act, 2017.

Registered Office

3 The registered office of the Foundation Company will be situated at Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands or such other place in the Cayman Islands that is the business address of the Secretary of the Foundation Company from time to time.

Objects

4 The objects for which the Foundation Company is established are:

(a) to act as a holding company, with no restriction on the objects or operations of its subsidiaries (if any) or on the nature of its or their investments (if any); and

(b) to facilitate, support, promote, operate, represent and advance the open-source development and adoption of the DIMO Protocol and API- and blockchain-related technology and software (including, but not limited to, the DIMO Protocol and code related thereto);

(c) to maintain, and continue to develop, the DIMO Protocol either directly or indirectly through its subsidiaries;

(d) to facilitate, support, promote, operate, represent and advance any necessary private use modes or commercial agreements or relationships in furtherance of any of the above either directly or indirectly through its subsidiaries;

(e) to do all such things as in the opinion of the directors are or may be incidental or conducive to the above objects or any of them.

5 The objects of the Foundation Company as above shall be separate and distinct objects of the Foundation Company and shall not be in any way limited by reference to any other paragraphs or the order in which the same occur.

Powers

6 Except as prohibited or limited by the laws of the Cayman Islands, the Foundation Company shall have full power and authority to carry out any object of business and shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act (as revised).

7 The Foundation Company may not carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed in accordance with the applicable Cayman Islands laws.

Income and Property

8 No portion of the income or property of the Foundation Company from whatever place or source shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to (i) any entity or person(s) that originally assigned, transferred or otherwise contributed to the assets of the Foundation Company, in their capacity as person(s) who originally assigned, transferred, or otherwise contributed assets, including any directors, managers, employees, or beneficiaries of such entities or persons at the time of such assignment, transfer or contribution; or (ii) the members, directors or supervisors of the Foundation Company, as such, apart from (in each case) authorised remuneration for services to the Foundation Company or any of its subsidiaries (including, without limitation, as rewards or compensation for services to or specified participation in a decentralized autonomous organization or token network).

Limited Liability

9 The liability of each member holding a guarantee membership interest is limited to the amount of their guarantee, as set out in clause 11 (Members).

Members

10 The Foundation Company may cease to have members immediately after incorporation.

11 Each person who is a member undertakes to contribute to the assets of the Foundation Company in the event of the Foundation Company being wound up during the time that the person is a member, or within one year afterwards, for payments of the debts and liabilities of the Foundation Company contracted before the time at which the person ceases to be a member, and the cost, charges and expenses of the winding-up of the Foundation Company, and for the adjustments of the rights of the contributories amongst themselves, such amounts as may be required, not exceeding the sum of one United States Dollar (US$1.00).

Winding Up

12 If on the winding-up or dissolution of the Foundation Company there remain surplus assets after the satisfaction of its debts and liabilities, the same shall be applied or distributed in accordance with the Articles of Association of the Foundation Company and, subject thereto, shall be paid or transferred to such charitable objects as shall be decided by the Directors (in accordance with the requirements of the bylaws of the Foundation Company from time to time, if any). Notwithstanding any other clause in this Memorandum and/or the Articles of Association of the Foundation Company, if the Foundation Company is wound up and dissolved, under no circumstances may any assets of the Foundation Company be assigned, transferred or otherwise returned to any entity or person(s) that originally assigned, transferred or otherwise contributed to the assets of the Foundation Company, in their capacity as person(s) who originally assigned, transferred, or otherwise contributed assets, including any directors, managers employees, or beneficiaries of such entities or persons at the time of such assignment, transfer or return, apart from as a result of the authorised remuneration for services to the Foundation Company or any of its subsidiaries (including, without limitation, as rewards or compensation for services to or specified participation in a decentralized autonomous organization or token network).

Amendment

13 This Memorandum may be altered by the Directors except that neither clause 8 (Income and Property) nor clause 12 (Winding Up) of this Memorandum may be altered, and no other alteration may be made which is in any way inconsistent with clause 8 (Income and Property) or clause 12 (Winding Up), including, without limitation, an alteration to this clause 13 that would remove the restrictions on any such alteration.

Definitions

14 Except where otherwise defined herein or the context otherwise requires, words and expressions defined or used in the Acts or in the Articles of Association of the Foundation Company shall have the same meaning when used in this Memorandum.