DAO Formation

CERTIFICATE OF FORMATION OF SATOSHI ISLAND DAO LLC UNDER THE MARSHALL ISLANDS LIMITED LIABILITY COMPANY ACT AND THE MARSHALL ISLANDS NON-PROFIT ENTITIES ACT

The undersigned, for the purpose of forming a Marshall Islands Non-Profit Limited Liability Company, hereby certifies:

1. The name of the Limited Liability Company is Satoshi Island DAO LLC (the “Company”).
2. The mailing address of the initial principal office is:
   PO Box 852, Long Island Rd, Majuro, Marshall Islands MH 96960
3. The registered address of the Company in the Marshall Islands is PO Box 852, Long Island Rd, Majuro, Marshall Islands MH 96960. The name of the Company’s Registered Agent in the Marshall Islands upon whom process may be served at such address is MIDAO Directory Services Inc.
4. The formation date of the Company is the date of the filing of this Certificate of Formation with the Registrar of Corporations.
5. The period of duration of the Company is perpetual.
6. The Company shall be a non-profit entity within the meaning of the Marshall Islands Non-Profit Entities Act, 2020.
7. The Company is organized for the following specific purposes and powers:
   a. The Company is organized exclusively for charitable and educational purposes. Specifically, the Company shall manage land use rights, fundraising, and other community efforts related to the planning and development of Satoshi Island in Vanuatu.
   b. 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 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.
8. The Company shall never be operated for the primary purpose of carrying on a trade or business for profit.
9. The Company shall carry out all activities in a lawful manner and shall comply with all the provisions of the Marshall Islands Non-Profit Entities Act, 2020, and all other laws of the Marshall Islands.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 14 day of March, 2022