This is the Charter (the “Charter”) of the Community (the “Community”) of WEN DAO, LLC, a Delaware limited liability company (the “Company”), effective as of May 5, 2023.

​
Purpose

The sole member of the Company (the “Sole Member”) has formed the Community and by signing below has approved this Charter for the purpose of providing certain governance rights to the holders (the “Token Holders”) of WEN tokens (“Tokens”).

​
Membership

The members of the Community will be comprised of the Token Holders.

​
Authority

The Community has the right and authority to vote on, approve, and reject the matters set forth on Schedule A.

​
Voting

Voting by the Community shall be conducted on an as needed basis as determined by the Token Holders. The vote of Token Holders holding (i) a Community approved percentage for quorum, which shall initially be determined by the Sole Member in its sole discretion and (ii) a majority of a quorum is required for any effective action of the Community hereunder.

A majority of the Tokens shall be required to approve any matter set forth on Schedule A. For the avoidance of doubt, the Company must carry out any approval or rejection made by the Committee with respect to any matter set forth on Schedule A.

​
Miscellaneous

The Community shall periodically review and assess the adequacy of this Charter (including, for the avoidance of doubt, Schedule A) and recommend any proposed changes for approval by to the Sole Member.

This Charter (including, for the avoidance of doubt, Schedule A) may not be amended, revoked, or otherwise modified without the approval of the Sole Member and the Community.

Nothing contained in this Charter is intended to create or should be construed as creating any responsibility or liability of the members of the Community, except to the extent otherwise provided under the Certificate of Formation of the Company, the LLC Agreement or the applicable laws of the State of Delaware applicable with respect to the conduct of the members of the Community.

Neither the Community nor any Token Holder shall have any liability for the obligations or liabilities of the Company, and nothing contained in this Charter is intended to create or should be construed as creating any responsibility or liability of the Community or any Token Holder. To the fullest extent permitted by law, neither the Community nor any Token Holder (in such person’s capacity as such) shall owe or have any fiduciary duties to the Company or to the Sole Member, and the Company and the Sole Member each waives any such fiduciary duties.

Except as otherwise provided herein, in the event of any conflict between the terms of this Charter and the Limited Liability Company Agreement of the Company (the “LLC Agreement”), the Charter will prevail and the Sole Member will forthwith cause any necessary alterations to be made to the LLC Agreement so as to resolve the conflict.

​
Schedule A

The Sole Member hereby delegates in perpetuity to the Community (i) the sole right to decrease the Community’s powers in any material adverse fashion; provided, however, that the Sole Member may increase the powers of the Community at any time and from time to time in its sole and absolute discretion, (ii) the sole right to manage and profit from the treasury of the Community (the “Treasury”), including, without limitation, expending, investing or otherwise possessing the Treasury and (iii) the sole right to manage and profit from any staking platform created in the future by the Community.

Issuance Terms and Conditions