The tokens issued by SHIFT DAO LLC and all of its respective Series established under the laws of the Republic of the Marshall Islands (specifically, the Marshall Islands Limited Liability Company Act and the Decentralized Autonomous Organizations Act of 2022) (collectively, the “Tokens”) are membership-interest tokens. Members’ rights in a DAO may differ materially from those in other limited liability companies. The DAO Act, smart contracts, certificate of formation, and operating agreement may define, reduce, or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation, return of capital contributions, and dissolution. The Series tokens provide their holders with economic exposure to the value of the Series Assets; holding the Tokens does not grant dividend rights, voting power, legal title, or claims to the underlying Series Assets. The Tokens have not been registered under the U.S. Securities Act of 1933, as amended, or under the securities or financial-instrument laws of any other jurisdiction, and are not offered, sold, or distributed in the United States or the United Kingdom, nor to any U.S. or U.K. persons or entities; in applicable jurisdictions they are offered only to “qualified investors,” “professional clients,” or their equivalent legal analogues, and other jurisdiction-based prohibitions and restrictions may apply. Participants must check the relevant rules and regulations regarding DAO memberships in their jurisdictions before purchasing membership interests in SHIFT DAO and its Series. The Token issuer is not registered or authorized as an investment company under the U.S. Investment Company Act of 1940, as amended, and is not authorized as an Alternative Investment Fund (AIF), an Undertaking for Collective Investment in Transferable Securities (UCITS), or an investment firm under the laws of any EEA Member State or under the securities or financial-instrument laws of any other jurisdiction. Token-related communications herein are not directed at, nor intended for, any investor in jurisdictions where the Tokens cannot be legally offered. This notice does not constitute, and should not be relied upon as, an offer to sell or a solicitation of an offer to buy the Tokens in any jurisdiction where such an offer or solicitation would be unlawful. Nothing herein constitutes financial, legal, or investment advice. Acquiring the Tokens and becoming a DAO member involves significant risks, as further detailed in the risk disclosure; a holder of Tokens may incur substantial losses, up to and including the total loss of their purchase price. Additional terms and restrictions apply.
