Legal Structure

The rights and obligations of ukiyo Ventures are set forth in operating agreements (which are provided when each member becomes verified to contribute to Ventures and are supplemented by certain Cayman Island Acts. YOU SHOULD RETAIN YOUR OWN COUNSEL FOR PURPOSES OF EVALUATING WHETHER TO JOIN UKIYO VENTURES AS A USER.

Ventures operating agreement expressly limits the users' liability and limits any fiduciary obligations amongst users, in each case, to the extent permitted by applicable law.

Ventures relies on the OpenLaw Protocol to facilitate various legal and administrative functions on behalf of users e.g., subscribing to ordinary class shares, binding agreements, and receiving the proceeds from the sale of securities in fiat and converting them to a digital asset for distribution to users. For these services, Ventures will receive a fee of 10% upon completion of each project funded.

Will users have limited liability?

As set forth in the operating agreement, and except as otherwise provided no user (or former user) of ukiyo will be liable for the obligations for any amounts in excess of the amount of the user's contributions to the Ventures, plus:

• the user's share of the undistributed profits/dividends, if any; and

• any amounts distributed by Ventures to such user.

What are the fiduciary obligations of Ventures users?

To the fullest extent permitted by applicable law, users shall not have any fiduciary duty to ukiyo or any other user. Under the operating agreement, users agree to interact in good faith and to engage in fair dealing.

Can users make separate investments in or provide services to projects that receive investments from Ventures?

Yes.

Can users vary the operating agreement or the ways in which Ventures operates?

Due to certain restrictions and regulations this is currently not possible. Some changes may be possible, and if so, this will be decided by the ukiyo team.

What are the tax implications regarding Ventures?

Each user of Ventures must rely on their own domiciled tax and legal representatives as to the tax consequences of joining and making any investments through Ventures.