We must amend the operating agreement of the Marshall Islands DAO LLC to reflect membership in the DAO based on Vrb Points (ERC20) and Vrbs (ERC721) ownership. This proposal makes those changes.

First Amendment to Operating Agreement of VRBS DAO LLC

This First Amendment to the Operating Agreement (“Amendment”) is dated 04/02/2025 (“Amendment Date”).  This Amendment is made by the Members of VRBS DAO LLC, a Republic of the Marshall Islands Limited Liability Company (the “Company”) as of the Amendment Date.

This Amendment is authorized by its Members in accordance with VRBS DAO LLC’s governance rules.

Therefore, the Company hereby agrees to the following:

1. Amendments to Operating Agreement.  The Operating Agreement is hereby amended as follows:

   1. Revision and Replacement of Exhibit A.  The prior version of Exhibit A of the Operating Agreement is deleted entirely and replaced entirely by a replacement version of Exhibit A (effective as of the Amendment Date), attached to this Amendment and incorporated into it as part of this Amendment.  
   2. Revision and Replacement of Specific Provisions.  

Article III.1 shall be amended:

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 Vrb Points [ERC-20] and Vrbs ERC 721 Tokens (the "Tokens") located in the Smart Contract on the Ethereum Base L2 blockchain at address 0xDFb1cd29c4aB6985F1614e0d65782cd136115b6A [ERC-20] and 0x9ea7fd1b8823a271bec99b205b6c0c56d7c3eae9 [ERC-721]. Each Token represents one Membership Interest. "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 an algorithmically managed decentralized autonomous organization.

Article III.1 shall be replaced with the following:

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 Vrb Points [ERC-20] and Vrbs ERC 721 Tokens (the "Tokens") located in the Smart Contract on the Ethereum Base L2 blockchain at address: 0xDFb1cd29c4aB6985F1614e0d65782cd136115b6A and 0x9ea7fd1b8823a271bec99b205b6c0c56d7c3eae9.

Each Token represents one Membership Interest. "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 an algorithmically managed decentralized autonomous organization.

Article V.1 shall be amended:

V.1 Management. The ordinary and usual decisions concerning business affairs of the Company shall be made by the Members, with proposals submitted to and votes counted by the Smart Contract located on the Ethereum base L2 blockchain at address 0x9ea7fd1b8823a271bec99b205b6c0c56d7c3eae9 and 0xDFb1cd29c4aB6985F1614e0d65782cd136115b6A.

Article V.1 shall be replaced with the following:

V.1 Management. The ordinary and usual decisions concerning business affairs of the Company shall be made by the Members, with proposals submitted to and votes counted by the Smart Contract located on the Ethereum Base L2 blockchain at address: 0xDFb1cd29c4aB6985F1614e0d65782cd136115b6A and 0x9ea7fd1b8823a271bec99b205b6c0c56d7c3eae9.

1. No Other Effect.  Except as expressly provided in this Amendment, in all other respects, the Operating Agreement remains unmodified, and in full force and effect. 
2. Counterparts; Electronic Signatures.  This Amendment may be signed in multiple counterparts, each of which is to be deemed an original and all of which together are to be deemed one and the same document.  The exchange of copies of this Amendment and of signature pages by electronic transmission constitutes effective signing and delivery of this Amendment to the parties, which may be used instead of the prior Operating Agreement for all purposes.  Signatures of the undersigned parties transmitted by electronic means are to be deemed to be their original signatures for all purposes.

*[Signature page follows.  The balance of this page is intentionally left blank.] *The Company is signing this Amendment, as of the Amendment Date.

COMPANY:*

Authorized by the Members in accordance with VRBS DAO LLC’s governance rules.

*See attached document summarizing the proposal to vote on this FIRST AMENDMENT TO OPERATING AGREEMENT OF VRBS DAO LLC with voting results in favor of this amendment with digital identifiers of members who voted.

EXHIBIT A 

List Members’ Digital Ledger Identifiers or Link(s) to Members’ Digital Ledger Identifiers:   

Holders of the Vrb Points [ERC-20] and Vrbs ERC 721 Tokens located in the Smart Contract on the Ethereum Base L2 blockchain at address 0xDFb1cd29c4aB6985F1614e0d65782cd136115b6A [ERC-20] and 0x9ea7fd1b8823a271bec99b205b6c0c56d7c3eae9 [ERC-721]

Transactions

1. 0x289715ffbb2f4b482e2917d2f183feab564ec84f.transfer(0.001 ETH)