Constitution of Ault DAO

This Constitution (the “Constitution”) is made effective as of [●] (the “Effective Date”) and sets forth a governance framework for the Ault DAO (the “DAO”) with respect to certain matters relating to the Ault Blockchain protocol and ecosystem, including the proposal and voting processes described herein. Except as expressly provided herein, nothing in this Constitution is intended to create, and nothing herein shall be construed as creating, any legally binding partnership, joint venture, fiduciary relationship, or agency relationship among any participants, Ault DAO LLC (the “Company”), or any other person. The public address for the DAO is:

https://ipfs.io/ipfs/QmfQTZcTEW8JtgdtsU454u6PAZEa8hDjeZTN49Ytng6kPu

The DAO acts according to the authority granted by the Company, which is a Wyoming-registered decentralized autonomous organization limited liability company. The Company may provide administrative, technical, and operational support to the DAO and may act as an implementing entity for Approved Proposals where contracting, custody, signing authority, vendor engagement, or other operational execution is required. For clarity, the Company has no authority to override, veto, or negate the outcome of a DAO vote except as set forth herein; any veto effect exists only through the on-chain “NO WITH VETO” voting option and its threshold as specified in this Constitution. It is expressly understood that the DAO shall not hold any membership interest or pecuniary rights in the Company, nor any entitlement to its profits, assets, or equity.

This Constitution governs the DAO’s governance processes and the scope and effect of Approved Proposals. The Company’s Operating Agreement governs only the internal affairs of the Company and shall not be construed to grant the Company discretion to override DAO voting outcomes outside the scope of this Constitution. A copy of the Operating Agreement is available upon request.

Article I: Definitions

1. Definitions. For purposes of this Constitution, capitalized terms have the meanings set forth below. A defined term applies equally to its singular and plural forms.

“Ault Blockchain” means the hybrid Proof-of-Work / Proof-of-Stake blockchain operated under this Constitution.

“Community Node” means any Node that is not a Project Node.

“DAO Treasury” means the DAO-controlled treasury resources, including (i) the Protocol-driven DAO Community Pool funded by a portion of gas fees and (ii) one or more treasury wallets used for DAO budgeting and disbursements. The DAO Treasury does not include and is not to be confused with the Company’s balance sheet, treasury, or assets, which the DAO has no interest in or rights to.

“Node” means an instance of licensed Node software recognized by the Protocol and this Constitution, ownership of which confers eligibility to participate in DAO membership and governance as set forth herein. A Node may be operated through one or more technical deployments of node software in accordance with the Protocol rules.

“Project Node” means the pool of 500,000 Nodes that are not available to be sold and will be granted to early project participants including the Selling Agent. Project Nodes are non-transferrable. “Selling Agent” means the entity engaged by the Company to sell Community Nodes.

“$AULT” or “Ault Coin” means the native fungible token of the Ault Blockchain, as further described in Article VIII (token economics and emissions) and referenced in Article VI (treasury and community pool).means the native fungible token of the Ault Blockchain, created and governed under Article VI.

“Node Revocation” means the burning, cancellation, or invalidation of a Node such that the Node no longer confers eligibility to receive Protocol-defined Node rewards or DAO governance rights going forward, as provided in this Constitution,means the technical disabling of a Community Node’s ability to participate in blockchain validation and earn Daily Node Rewards, which may only occur in the Limited Revocation Circumstances defined in Article IV, Section 4(a)–(c).

“Limited Revocation Circumstances” means the specific events set forth in Article IV, Section 4(a)–(c) under which a Community Node may be disabled. “DAO Community Pool” means the Protocol-native on-chain pool funded by a portion of gas fees and governed pursuant to this Constitution and the Protocol rules.

“Validator” means a participant that operates validator software and participates in the Proof-of-Stake consensus mechanism of the Ault Blockchain in accordance with the Protocol rules, including proposing and attesting to blocks and enforcing finality.

“Delegator” means a $AULT holder that delegates (stakes) $AULT to a Validator in accordance with the Protocol rules in order to participate in staking and earn staking rewards, net of any validator commission and subject to slashing and other Protocol rules.

“Validator Commission” means the commission rate, if any, charged by a Validator on staking rewards earned by Delegators as defined by the Protocol rules.

Article II: DAO Purpose and Principles

1. Purpose. The DAO exists to:

1.1. Establish and maintain a governance mechanism through which Node owners may self-govern the Ault Blockchain and the $AULT token.

1.2. Standardize and automate scopes of work using advanced AI tools to ensure consistency, accuracy, and efficiency in defining and managing project requirements. This involves creating detailed templates, utilizing machine learning for predictive analytics, and ensuring all project parameters are clearly defined and agreed upon by all parties.

1.3. Enforce agreements and payments via smart contracts, which provide immutable, self-executing contracts with the terms of the agreement directly written into code, ensuring compliance and reducing the risk of disputes. This includes automated payment releases upon task completion, dispute resolution mechanisms, and transparent tracking of contract fulfillment.

1.4. Govern operations transparently and equitably by ensuring all governance decisions and financial flows are visible on-chain, and by providing equal opportunities for all Members to participate in the decision-making process. This includes regular audits, public reporting, and open forums for discussion and proposal submissions.

1. Core Principles

2.1. Decentralization: No single entity or group shall control the DAO; governance is generally established through Member votes.

2.2. Transparency: All governance decisions and financial flows are visible on-chain.

2.3. Fairness: Equal opportunity for vendors and consumers to participate in the network.

2.4. Trust Through Verification: Both service providers and users must be vetted and rated according to minimum standards set by the DAO.

2.5. Sovereignty: DAO decisions shall be respected and implemented unless vetoed with No Vote With Veto during voting.

2.6. Member Empowerment: Members are encouraged to propose initiatives, participate in governance, and contribute to the DAO’s growth.

2.7. Continuous Improvement: The DAO shall regularly review and update its processes, tools, and standards to adapt to Member needs and industry changes.

Article III: Governance Structure

1. Node Owners. All governance rights reside with holders of Nodes. Only DAO Members may submit proposals through the DAO interface; however, all KYC’d Node holders may vote on proposals regardless of DAO membership status, subject to the voting cap in Section 3.6 and applicable law. DAO Members may:

1.1. Submit proposals for vote, including detailed descriptions, objectives, and potential impacts of the proposals.

1.2. Vote on active proposals, ensuring that all votes are recorded on-chain for transparency and accountability.

1.3. Elect or recall DAO committees (if established), ensuring that committee members are held accountable and can be replaced if they do not meet the community's expectations.

1.4. Propose changes to this Constitution, including providing detailed justifications and potential benefits or drawbacks of the proposed changes.

1. Proposal Types. The DAO may vote on:

2.1. New features or platform improvements, including detailed specifications, expected benefits, and implementation timelines.

2.2. Budget allocations from DAO Treasury, including detailed breakdowns of proposed expenditures, justifications, and expected outcomes.

2.3. Vendor verification criteria or process improvements, including specific standards, procedures, and technologies to be used for verification.

2.4. Community initiatives and partnerships, including detailed descriptions, objectives, and potential benefits for the DAO and its Members.

2.5. Amendments to this Constitution, including detailed justifications, potential impacts, and the process for implementation. All proposals that would modify the Ault Blockchain’s operation, parameters, or otherwise require a code update will require a separate vote of the blockchain validators.

2.6. Any proposal that does not fit the foregoing criteria shall be deemed ineligible by the Company and not submitted for a vote.

1. Voting Process. All proposals must be submitted through the DAO interface, ensuring that they are properly formatted, include all necessary information, and are accessible to all Members for review. Notwithstanding the voting processes herein, the Company shall retain full discretion to reject DAO proposals or recommendations if they do not meet the Company’s standards for intake, compliance screening, privacy protection (including KYC-related confidentiality), legal sufficiency, and technical feasibility pursuant to Article III, Section 4.Further, the Company may amend the Constitution before the launch of the Ault Blockchain unilaterally and without needing to comply with the proposal process set forth herein. Each proposal shall include:

3.1. A clear title that accurately reflects the content of the proposal.

3.2. Summary of impact and rationale, providing a concise explanation of the proposal's objectives and expected outcomes.

3.3. Supporting documentation (if applicable), including any relevant data, research, or references.

3.4. Voting options (YES/NO/NO WITH VETO/ABSTAIN or multiple choice), clearly defined to avoid any ambiguity. Voters should be told what a “Yes” vote means and what a “No” vote means.

3.5. Proposal eligibility: To submit a proposal, the proponent(s) must stake 500,000 $AULT for the duration of the voting window. Staked tokens are subject to slashing if the proposal is fraudulent, malicious or rejected with NO WITH VETO pursuant to Article III, Section 4. Otherwise, staked tokens are returned after the vote. For clarity, if a proposal is rejected with NO WITH VETO, the staked tokens shall be forfeited and transferred to the DAO Treasury as determined by the Protocol rules or, prior to launch, as administered by the Company.

3.5.1. No unfunded mandates. A proposal may not require the expenditure of funds by a third party, including the Company, absent consent from such third party. A proposal requiring expenditure of funds from the DAO Treasury requires sufficient funding in the Treasury. Proposals not complying with this provision shall be ineligible for a vote.

3.6. Voting cap: No Member may possess voting rights for more than 200,000 Nodes even if such Member owns more than 200,000 Nodes. Notwithstanding the foregoing, this voting cap shall not change, limit, or otherwise curtail the economic rights of any Member’s Nodes. The voting cap shall apply to the Selling Agent.

3.7. Two Step Voting Flow:

3.7.1. All Nodes vote first. Each Node casts one (1) vote.

3.7.2. Proposals are subject to rejection with veto effect through the NO WITH VETO voting option pursuant to Article III, Section 4.

3.8. Voting window: Default 10 calendar days, ensuring that all Members have sufficient time to review and vote on proposals.

3.9. Quorum: 20% of all active Community Nodes must participate for a vote to be binding, ensuring that decisions are made with adequate Member participation. Abstentions shall count towards the quorum.

3.10. Compliance check: The Company must verify that each proposal conforms to this Constitution and applicable law before it is posted for the Community Node vote. A proposal shall be deemed ineligible and shall not be posted for vote if the Company determines that any of the grounds in Sections 3.10.1–3.10.4 apply

3.10.1. Violates or poses a high risk of potential violation of U.S. or applicable laws. 3.10.2. Interferes with the DAO’s ability to operate. 3.10.3. Introduces material security risk or unsafe technical change, or requires deployment/upgrade of code or contracts that have not been subject to required review/audit processes. 3.10.4. Threatens the structural integrity or core mission of the DAO.

3.11. Passing threshold when there is a quorum: For a Yes/No vote, a simple majority consisting of at least one more “Yes” than “No,” subject to veto/override mechanics above. Abstentions shall not count for or against the passing threshold.

3.12. Implementation: Passed proposals are implemented by the relevant operational role or subcommittee, ensuring that there is a clear process for executing approved proposals and tracking their progress.

3.13. NO WITH VETO effect: If NO WITH VETO votes equal or exceed 33.4% of eligible votes (as determined at the applicable snapshot), the proposal shall be rejected with veto effect, regardless of the number of “Yes” votes.

3.14. If the Company determines, in good faith, that an Approved Proposal is unlawful to implement or is not technically feasible to implement without introducing a material security risk to the Protocol, the Company shall publish a written explanation of the specific constraint and submit either (i) a revised proposal for DAO vote that preserves the intent of the Approved Proposal with the least practicable deviation, or (ii) a mitigation implementation limited to non-substantive technical changes necessary to execute the Approved Proposal as adopted; provided that any material deviation from the Approved Proposal shall require DAO approval through the governance process.

1. Operational Roles. The following core roles are recognized within the DAO. Additional roles may be defined and approved by the DAO through formal proposals as needed. The people and entities elected to these roles shall have the authority to carry out their roles as described herein without further authorization from the DAO, although such authority may be amended or modified from time to time by a duly passed proposal.

4.1. Founder & Lead Architect: Responsible for vision, protocol integrity, and long-term strategic direction. May initiate proposals, lead DAO innovation, and represent the DAO in public or legal settings. This role also includes ensuring that the DAO’s mission and values are upheld and that all activities align with the overall strategic goals.

4.2. Chief Operating Officer (COO): Oversees execution of the DAO's approved roadmap, manages core operations, vendor onboarding, personnel, and internal processes. This role also includes ensuring operational efficiency, addressing any operational issues, and coordinating between different departments and teams.

4.3. Treasury Administrator: Implements approved budgets, maintains financial records, and ensures transparency and accountability in disbursements. This role also includes preparing financial reports, managing the DAO's assets, and ensuring compliance with financial regulations and policies.

4.4. Smart Contract Lead: Manages the design, deployment, and auditing of smart contracts used by the DAO and its platform. This role also includes ensuring the security and reliability of smart contracts, addressing any vulnerabilities, and staying updated with the latest developments in blockchain technology.

4.5. Governance Facilitator: Supports proposal formatting, vote scheduling, and Member participation. Ensures decisions follow process and quorum. This role also includes facilitating discussions, addressing any governance-related issues, and ensuring that all Members are informed and engaged in the governance process.

4.6. Community Engagement Lead: Handles education, outreach, and Member onboarding to keep the DAO vibrant, informed, and growing. This role also includes organizing events, managing communication channels, and ensuring that the community's needs and feedback are addressed.

1. Legal and Regulatory Compliance. The DAO operates under the laws of Wyoming, with the Company as the legal entity of record. The rights of Members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, and this Constitution, if applicable, may define, reduce, or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions, and dissolution of the decentralized autonomous organization.

Article IV: Membership

1. Eligibility. Anyone owning at least one Node is presumptively eligible to join the DAO. DAO membership shall require:

1.1. KYC verification. 1.2. Proof of trade service licensing (if applicable). 1.3. Execution of an acknowledgement of this Constitution in a form substantially in the form of Exhibit A.

Membership in the DAO is subject to the approval of the Company and adherence to this Constitution and the Company’s terms and conditions. The Company reserves the right, in its discretion, to deny, reject, suspend, or terminate DAO membership, including for compliance, sanctions, legal, or KYC-related reasons, and may do so without disclosing sensitive personal information. 1.4. Members must: (i) Abide by the Constitution and platform terms; (ii) Act in good faith with other Members; (iii) Participate in voting and discussions as able; and (iv) Maintain accurate information and credentials.

1.5. Members must abide by the following guidelines for behavior or be subject to suspension or termination of DAO membership by the Company.:

• Compliance with laws. Each Member shall abide by all applicable laws, including any laws that may prevent such Member from owning DAO tokens.
• No collusion. Unaffiliated Members may not collude with each other to improperly influence the DAO, control the outcome of any proposal, or undermine the authority of the Company. This provision shall not prevent Members from legitimately persuading or attempting to persuade other Members to support or prevent a Proposal.
• Anti-discrimination and harassment. Illegal discrimination and harassment are strictly prohibited.
• Civil communication. Members commit to communicating with each other in a civil and constructive manner. Insulting or abusive language is strictly prohibited.

Members have the right to: (i) Submit proposals for vote; (ii) Participate in DAO discussions as able; (iii) Elect or recall DAO committees (if established); (iv) Propose changes to this Constitution (in the same format as any other proposal); and enjoy such other rights and privileges as are established by the Company. For clarity, proposal submission through the DAO interface is limited to DAO Members; voting on proposals is conducted by Node holders as provided in this Constitution, regardless of DAO membership status.

1. Membership Exit; Restrictions on Transfer.

2.1. Members may exit the DAO at any time with 30 day written notice.

2.2. The Nodes may not be sold, assigned, pledged, or otherwise transferred to any person or entity except as permitted under this Constitution and as permitted by the Company’s Terms and Conditions. Any proposed transferee must satisfy: (i) all eligibility requirements established by the DAO and its Members, including but not limited to jurisdictional restrictions, those in Article IV, Section 1, and any other requirements set forth by the DAO, its legal counsel, or its Members; and (ii) the transfer has been approved through a whitelisting process administered by the DAO, its designated compliance representative, or the voting Members.

2.3. Transfers to individuals or entities identified as malicious actors, sanctioned parties, or those failing to meet eligibility requirements are strictly prohibited. The DAO reserves the right to revoke, freeze, or otherwise restrict Nodes involved in unauthorized transfers. The DAO reserves the right to deny, suspend, or terminate DAO membership of any Member involved in unauthorized transfers and to restrict such Member’s participation rights (including proposal submission and voting) as permitted by applicable law and the Company’s Terms and Conditions to the extent not inconsistent with this Constitution.

1. Limited Membership Remedies & Termination

3.1 Credit-Card Charge-Back / Bad Faith. If a Node was paid for by credit card and the Company receives a charge-back, or if the Company determines the purchase or related conduct was fraudulent or in bad faith, the Company may (i) deny, suspend, or terminate the purchaser’s DAO membership and/or access to Company-administered services, and (ii) execute a Node Revocation in accordance with this Constitution and the Company’s Terms and Conditions. 3.2 Granted Nodes. Nodes issued for no monetary consideration shall not confer DAO membership rights unless and until the recipient satisfies the eligibility requirements in Article IV, Section 1 (including KYC verification). The Company may deny, suspend, or terminate DAO membership for any recipient of a granted Node in accordance with this Article IV. Nodes issued for no monetary consideration may be revoked only upon a DAO vote under this Constitution.

3.3 Other Purchases Non-Revocable. A Node purchased with any payment method other than a credit card is not subject to revocation under this Section.

3.4. Technical Effect. Revocation disables the Node’s block-validation and reward accrual; it does not claw back rewards already earned.

Article V: Node Network and Consensus Operations

1. Consensus Model. The Ault Blockchain is secured by a hybrid Proof-of-Work (PoW) and Proof-of-Stake (PoS) consensus. The PoW component provides protocol randomness (including VRF outputs) ; PoS validates block proposals and enforces finality.

1.1. PoW Component. Nodes perform Protocol-defined randomness work, including generating and/or reporting protocol randomness (including VRF outputs). Ault Blockchain’s Proof of Work protocol should not be confused with the Bitcoin Proof of Work protocol. The PoW Component does not involve hashing or cryptographic work relying on large quantities of energy.

1.2. PoS Component. The Proof of Stake mechanism is defined further below.

1. Node Classes and Capacity

2.1. A maximum of 1,000,000 Nodes will be available for the blockchain at genesis: 500,000 retained by the early project participants (Project Nodes) and 500,000 offered for sale or otherwise distributed by the Company (Community Nodes).

1. Node Operations: At launch, Node functionality is limited to participation in the protocol randomness mechanism described in Section 1.1 and other Protocol-defined functions, if any, that are expressly enabled at launch. Any additional node modules or applications (including oracle, distribution, or other functionality) may be introduced only through a future amendment to this Constitution and/or a Protocol upgrade, as applicable.

1. Validator-Stake Requirement. A validator operator must stake $AULT to participate in PoS validation and must satisfy any additional Protocol-defined requirements, including minimum hardware specifications and permitted deployment location/region requirements.

4.1. $AULT holders may delegate (stake) their $AULT to a validator in accordance with the Protocol rules. Delegation may entitle delegators to a share of staking rewards, net of any validator commission, subject to Protocol rules and slashing conditions. 4.2. Staking Rewards and Validator Compensation. Five percent (5%) of the emissions allocation is designated for staking rewards distributed to delegators and validators in accordance with the Protocol rules. Validators may earn compensation through gas fees and commission on staking rewards (if applicable) as defined by the Protocol.

1. Node Rewards.

5.1. Daily Emissions. Each active Node earns a pro-rata share of the daily $AULT emissions allocated to Node rewards, as set forth in the Ault Whitepaper and Article VIII, based on Protocol-defined eligibility and verifiable participation requirements. Ninety-five percent (95%) of the emissions allocation is designated for Licensed Mining Node rewards.. 5.2. No Guarantee. Rewards, emissions, eligibility, and distribution mechanics are governed by the Protocol rules and may vary based on network conditions and compliance with Protocol requirements

1. Distribution Safeguards.

6.1. Fair-Launch Principle. The Node pre-sale is structured so that every purchaser may activate a Node before Block 1, thereby guaranteeing an equal opportunity for all Community Node operators to participate from the genesis of the blockchain. 6.2. Stake Bootstrapping. The Ault Blockchain may seed initial validator operations at genesis using the Protocol’s genesis bootstrap allocations (including the Genesis Validator Seeding allocation), enabling PoS security from the first block in accordance with the Protocol rules. 6.3. Go-Live Date. No $AULT distributions shall commence until the main-net launch immediately following completion of the fair launch period in which the public may purchase Nodes before the genesis of the blockchain.

Article VI: Treasury and Financial Policy

1. Treasury Ownership. The DAO Treasury is collectively governed by Members and includes (i) the Protocol-driven DAO Community Pool funded by 10% of gas fees and (ii) one or more Treasury wallets used for DAO budgeting and disbursements. Gas fee distributions are governed by the Protocol rules, with 10% allocated to the DAO Community Pool.

1. Budgeting and Disbursement.

2.1. A portion of the treasury shall be allocated for operational expenses, including but not limited to employee salaries, legal services, platform infrastructure, and administrative costs. This ensures that the DAO has the necessary resources to operate effectively and achieve its objectives. For clarity, expenditures may be sourced from the DAO Community Pool and/or Treasury wallets as authorized by an approved budget or passed proposal, subject to the Protocol rules.

2.2. DAO operations budgets may be proposed quarterly by the Company or designated DAO representatives. This allows for regular review and adjustment of the budget to meet the DAO's evolving needs.

2.3. Once an operating budget is approved, funds may be disbursed without requiring individual proposal votes for each expense. This streamlines the disbursement process and ensures that funds are available for necessary expenses.

2.4. Treasury activity and spending reports will be published quarterly for full transparency. This ensures that all Members are informed about the DAO’s financial activities and can hold the treasury administrators accountable.

Article VII: Amendments; Dispute Resolution; Ratification; Limitation of Liability

1. Amendments to the Constitution must be proposed, debated, and passed by Members pursuant to the proposal process set forth herein.

1. Dispute Resolution. Any disputes arising out of or in connection with this Constitution shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The seat and place of arbitration shall be New York, New York, the substantive law applied by the arbitral tribunal shall be that of the State of Wyoming (without regard to its conflict-of-laws principles), and the language of arbitration shall be in English.

1. Ratification. This Constitution is adopted by the Members of the Company and may evolve through the governance process outlined herein.

1. Limitation of Liability. Any interaction with or membership in the DAO is at your sole risk. You hereby expressly waive any and all claims, whether known or unknown, that you may have against the Company or the Company’s members, now or in the future, arising out of or in any way related to your membership in the DAO or operation of a Node.

1. This waiver includes, but is not limited to, any claims for breach of contract, negligence, or any other tort, and any claims for equitable relief.

Article VIII: Tokenomics and Rewards

1. Max Supply. The maximum supply of $AULT shall be 100 billion.
2. Node Supply Parameters. A fixed supply of 1,000,000 Nodes exists: 500,000 Project Nodes that will not be sold or available to the decentralized community and 500,000 Community Nodes, which will be offered for sale or otherwise distributed by the Company or its authorized selling agents.

Emissions Distribution Protocol. The Emissions Supply of 99,999,900,000 $AULT shall be distributed over ten (10) years pursuant to the Ault Distribution Protocol as defined in the Ault Whitepaper. Prior to genesis, the Ault Whitepaper (including the Ault Distribution Protocol) may be modified by the Company. After genesis, any change to the Ault Distribution Protocol or the Emissions Supply allocation requires a DAO vote pursuant to this Constitution; the Company may otherwise update the Ault Whitepaper for non-substantive clarifications that do not change Protocol economics or mechanics.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Constitution to be effective as of the date first above written.

COMPANY: AULT DAO LLC, a Wyoming limited liability company

By: ___________________________________ Name: Henry Nisser Its: President and Chief Executive Officer

Exhibit A

Form of Acknowledgement

Acknowledgement of Constitution. I acknowledge that the Constitution of Ault DAO is the controlling governing document that shall set forth the rights and obligations of the Members of the DAO. I agree to abide by the Constitution, as amended from time-to-time pursuant to the proposals and amendments duly passed according to the process set forth therein. I acknowledge the terms of the Constitution may limit or extinguish legal rights I may otherwise have, and by joining the DAO I waive any such rights. Termination of Membership in the DAO. I understand that I can leave the DAO pursuant to the terms of the Constitution at any time. I acknowledge my membership is subject to revocation without notice. If at any time I no longer own at least one Node, my membership in the DAO will be automatically terminated. Opportunity to Obtain Information. I have had the opportunity to solicit all information material to my decision to join the DAO. No Profit / ROI Promises. I certify that no person acting or appearing to act on behalf of the DAO has told me that I will earn a profit or return on investment, or that any tokens associated with the DAO will have liquidity, value, or otherwise create a profit opportunity for me. If I am relying on any such representations, I will not sign this acknowledgment and I will not join the DAO. I understand these acknowledgements control over any other representations made by any other person. Transfer Restrictions. I understand my membership in the DAO is non-transferrable until further notice at the sole discretion of Ault DAO LLC. Transfer of a Node does not transfer membership in the DAO. I agree that my electronic signature appearing on this agreement is the same as my handwritten signature for the purpose of validity, enforceability, and admissibility. I further agree that no certification or verification is necessary to validate my electronic signature and the lack of such certification or third-party verification will not in any way affect the enforceability of my electronic signature or any resulting contract.

___________________________ Name

___________________________ Date