Moonray DAO Charter

MOONRAY DAO CHARTER

I. NATURE OF DAO CHARTER

a) This charter (this “Charter”) is the official legal charter of the Moonray DAO (the “DAO”). This Charter is intended to be a legal agreement & contract binding upon all DAO Members and the other DAO Participants, enforceable in accordance with its terms under the laws of the Cayman Islands. Certain capitalized terms used in this Charter are defined in Section 6.

b) If you have received any DAO Membership Token or are otherwise a DAO Member, you consent to & agree to become legally bound by this Charter as both a DAO Participant and more specifically a "DAO Member".

II. NAME, PURPOSES AND STRUCTURE OF THE DAO

a) The name of the DAO is Moonray DAO.

b) The activities and purposes to be conducted or promoted by the DAO are described in the Miium Foundation Discord[DE2] , as they may be updated from time to time in accordance with this Charter (the "Purposes").

c) The DAO is represented by the following Cayman Foundation: The Miium Foundation (the “Foundation”).

d) Any DAO Members shall be deemed to be member of the Foundation.

e) The Moonray DAO Execution Committee (the “MDEC”) is authorized to submit proposals to the DAO for voting and to implement any proposals approved by the DAO. All proposals voted on by the DAO must be reviewed by the MDEC and submitted by the MDEC for voting.

f) All DAO members are eligible to submit proposals for review by the MDEC.

g) In certain circumstances, the DAO Members may elect individuals that legally bind the DAO in certain circumstances. Any delegation of the authority to bind the DAO shall be voted upon by DAO Members.

III. DAO MEMBERSHIP

a) To become a DAO Member individuals must have a Moonray Game account and a predetermined amount of MNRY in that account (in the Moonray Wallet or a third-party wallet linked to that account).

a) Membership rights in the DAO shall be represented by holding the MNRY token

b) DAO Members shall be deemed to be members of the Foundation if they accept the terms of this Charter.

c) DAO Members shall have the right to submit proposals to the MDEC for review and vote on any proposals that the MDEC determines is eligible to be voted on.

d) Status as a DAO Member does not (and shall not be deemed to) create, and the DAO Membership Rights do not (and shall not be deemed to) include, any authority, right or power on the part of a DAO Member to act as the agent, representative or attorney of or otherwise act on behalf of the DAO or any other DAO Member, to bind the DAO or any other DAO Member to any Contract or Liability or to Convey any DAO Property or any asset, right or property owned or held by or on behalf of the DAO or any DAO Member. Without limiting the generality of the foregoing, no DAO Member shall be deemed the partner of the DAO or any other DAO Member. No DAO Member shall state, purport, imply, hold out or represent to any person that such DAO Member or any other DAO Member has any such authority, right or power.

e) To the maximum extent permitted by applicable law, no DAO Member shall be (or shall be deemed to be) Liable for any Liability of the DAO or any other DAO Member. This clause "(e)" shall not (and shall not be deemed to) create or imply any obligation of the DAO or any DAO Member to indemnify or compensate any DAO Member from, or hold any DAO Member harmless against, any Liabilities incurred by such DAO Member under any applicable law, in connection with the DAO Member's participation in the DAO or otherwise.

IV. GOVERNANCE

a) Governance.

i. Prohibition of Legal Proceedings & Transfers. No DAO Member shall, without the prior written unanimous consent of the other DAO Members, directly or indirectly take or attempt to take any of the following actions:

A. except as set forth in Section 4(b) or to the extent necessary to enforce the express provisions of this Charter, commence or continue any Legal Proceeding, assert any Claim or enforce any judgment or other Order, in each case, that (1) is against or involves any other DAO Member(s), (2) relates to this Charter or the matters contemplated by this Charter, the DAO Property or any of the other DAO Matters, including, for the avoidance of doubt, any Legal Proceeding or Order in rem pertaining to the DAO Property or any Legal Proceeding or Claim challenging the enforceability of any provision of this Charter;

B. Convey any of the DAO Property other than such DAO Member's Distributed DAO Property (it being understood that for a DAO Member to “Convey” any of the DAO Property means for such DAO Member to, or to enter into any Contract that may obligate such DAO Member, any other DAO Member or the DAO to: (1) create, perfect or enforce any Lien on, (2) pledge, hypothecate, grant an option or derivative security, swap or other instrument with respect to or (3) convey, sell, transfer or dispose of such DAO Property or any right or interest of the DAO or any DAO Member to or in such DAO Property);

V. Representations and Warranties

Each DAO Member (as the "Representing DAO Member") hereby represents and warrants, to and for the benefit of each other DAO Member, as of all dates that such Person remains a DAO Member, as follows:

a) Authorization and Enforceability. The Representing DAO Member has all necessary power, authority and capacity to enter into, agree to the terms and conditions of, become bound by this Charter. This Charter has been duly entered into by the Representing DAO Member and constitutes a legal, valid and binding obligation of the Representing DAO Member, enforceable against the Representing DAO Member in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. If the Representing DAO Member is an entity, then the Representing DAO Member is duly formed, organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed.

b) No Conflicts or Required Unobtained Consents. The execution and delivery of this Charter by the Representing DAO Member do not, and the performance of its obligations under this Charter by the Representing DAO Member will not: (i) conflict with or violate any Legal Requirement or Order applicable to the Representing DAO Member or by which the Representing DAO Member or any of the Representing DAO Member's assets is bound; or (ii) result in or constitute (with or without notice, lapse of time or both) any breach of or default under, or give to any other Person (with or without notice, lapse of time or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice, lapse of time or both) in the creation of any Lien on any of the DAO Property (or any right, entitlement or interest of the Representing DAO Member therein) pursuant to any Contract to which the Representing DAO Member is a DAO Member or by which the Representing DAO Member or any of the Representing DAO Member's assets is bound. The execution and delivery of this Charter by the Representing DAO Member do not, and the performance of this Charter by the Representing DAO Member will not, require any consent, permit or exemption from any governmental authority.

c) Reliance on Own Due Diligence; Informed Consent.

i. The Representing DAO Member has received and carefully reviewed a copy of this Charter sufficiently in advance of becoming a DAO Member to make an informed decision regarding becoming a DAO Member. The Representing DAO Member has been given a full and fair opportunity to: (A) to ask questions of, and to receive answers from, the other DAO Member regarding the subject matter of this Charter and (B) to obtain any additional information that is necessary to evaluate this Charter and the matters contemplated thereby. The Representing DAO Member is a Person who is, or in connection with this Charter and the matters contemplated thereby has received the advice of Persons who are, knowledgeable, sophisticated and experienced in making, and qualified to make, evaluations and decisions with respect to the quality, security and intended and expected functionality of the matters contemplated by this Charter.

ii. Other than the representations and warranties of the other DAO Member expressly set forth in this Section 5, the Representing DAO Member has not relied on any statement, information, representation or warranty including oral statements, due diligence presentations, etc., or any omission of any statement, information, representation or warranty, made by or on behalf of the other DAO Member in determining to enter into or perform this Charter or otherwise making any evaluation or determination of any matter contemplated by this Charter. The Representing DAO Member understands that the other DAO Member has not made, and has not authorized any of its representatives to make, any representation, warranty or other statement intended to be relied upon or to give rise to any claim, obligation or liability based on the accuracy or completeness thereof, other than the representations and warranties of such DAO Member expressly set forth in this Section 5.

VI. Definitions

a) “Account Address” means a public key address on the Designated Blockchain Network that is uniquely associated with a single private key, and at which no smart contract has been deployed.

b) “Claim” means any past, present or future dispute, claim, controversy, demand, right, obligation, liability, action or cause of action of any kind or nature.

c) “Confirmation” of a transaction shall be deemed to have occurred if and only if such transaction has been recorded in accordance with the Consensus Rules in a valid block whose hashed header is referenced by at least 31 subsequent valid blocks on the Designated Blockchain.

d) “Consensus Rules” means the rules for transaction validity, block validity and determination of the canonical blockchain that are embodied in the.

e) “Contract” means any: (i) written, oral, implied by course of performance or otherwise or other agreement, contract, understanding, arrangement, settlement, instrument, warranty, license, insurance policy, benefit plan or legally binding commitment or undertaking; or (ii) any representation, statement, promise, commitment, undertaking, right or obligation that may be enforceable, or become subject to an Order directing performance thereof, based on equitable principles or doctrines such as estoppel, reliance, or quasi-contract.

f) “DAO Property” means any Token or other asset, right or property licensed to or on deposit with or owned, held, custodied, controlled or possessed by or on behalf of the DAO.

g) “Designated Blockchain” means at any given time, the version of the digital blockchain ledger that at least a majority of nodes running the Designated Client on the Designated Blockchain Network recognize as canonical as of such time in accordance with the Consensus Rules.

h) “Designated Blockchain Network” is currently Ethereum mainnet.

i) “Distributed DAO Property” means any asset, right or property that was once DAO Property and has been distributed to a DAO Member.

j) “Legal Order” means any restraining order, preliminary or permanent injunction, stay or other order, writ, injunction, judgment or decree that either: (i) is issued by a court of competent jurisdiction, or (ii) arises by operation of applicable law as if issued by a court of competent jurisdiction, including, in the case of clause “(ii)” an automatic stay imposed by applicable law upon the filing of a petition for bankruptcy.

k) “Legal Proceeding” means any private or governmental action, suit, litigation, arbitration, claim, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental entity or any arbitrator or arbitration panel.

l) “Liability” means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, inchoate derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable. To be “Liable” means to have, suffer, incur, be obligated for or be subject to a Liability.

m) “Lien” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, other possessory interest, conditional sale or other title retention agreement, intangible property right, claim, infringement, option, right of first refusal, preemptive right, exclusive license of intellectual property, community property interest or restriction of any nature including any restriction on the voting of any security or restriction on the transfer, use or ownership of any security or other asset.

n) “Person” means any human, robot, bot, artificial intelligence, corporation, partnership, association or other individual or entity recognized as having the status of a person under the law.

o) “Transfer” of a Token to a given address (the “Receiving Address”) on the Designated Blockchain Network will be deemed to have occurred if and only if it is recognized by the Designated Client on the Designated Blockchain Network that: (i) there has been duly transmitted to the Designated Blockchain Network a new transfer function transaction that:(A) provides for the reassociation of the Designated Token with the Receiving Address; and (B) is signed by a private key that is (or a group of private keys that together are) sufficient to authorize the execution of such transfer function; and (ii) such transaction has been Confirmed.

VII. Miscellaneous

A. (a) Amendments. Any provision of this Charter may be amended, waived or modified only upon a vote in favor of such amendment, waiver or modification by the DAO Members or by decision of the MDEC.

B. Severability. In the event any one or more of the provisions of this Charter is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Charter operate or would prospectively operate to invalidate this Charter, then and in any such event, such provisions) only will be deemed null and void and will not affect any other provision of this Charter and the remaining provisions of this Charter will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

C. Construction. Any rule of construction to the effect that ambiguities are to be resolved against the drafter shall not be applied in the construction or interpretation of this Charter. This Charter constitutes the entire agreement among the DAO Members with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the DAO Members with respect to the subject matter hereof.

D. Disputes; Mandatory Arbitration. Any Legal Proceeding, Claim or other dispute or controversy arising out of or relating to this Charter, its enforcement, or the breach thereof shall be finally resolved by binding arbitration in accordance with the Arbitration Procedures; provided, however, that any DAO Member may seek injunctive relief in aid of arbitration in order to prevent irreparable harm or preserve the status quo. EACH DAO MEMBER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CHARTER, THE DESIGNATED SMART CONTRACT, THE DAO MATTERS OR THE ACTIONS OF THE DAO MEMBERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS CHARTER.

E. Governing Law. All rights and obligations hereunder will be governed by the laws of the Panama without regard to the conflicts of law provisions thereof.