UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A

REGULATION A (TIER I) OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933

COMBOOX DAO LLC

(Exact name of issuer as specified in its charter)

Wyoming

(State of other jurisdiction of incorporation or organization)

30 N Gold St Ste R
Sheridan, Wyoming 82801
(307) 200-2803

(Address, including zip code, and telephone number, including area code of issuer's principal executive office)

Registered Agents Inc
30 N Gold St Ste R
Sheridan, Wyoming 82801
(307) 200-2803

(Name, address, including zip code, and telephone number, including area code, of agent for service)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Securities and Exchange Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. Wefw may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the offering circular may be obtained.

COMBOOX DAO LLC

(A Wyoming Limited Liability Company)

Preliminary Offering Circular

June 7, 2024

Subject to Completion

Offering $18,800,000 Class B Shares

ComBoox DAO LLC ("we" or the "Company") is a Wyoming limited liability company electing to be a decentralized autonomous organization pursuant to the Wyoming Limited Liability Company Act (the "Act") and the Wyoming Decentralized Autonomous Organization Supplement (the "Supplement"), formed on November 8, 2023.

This Offering Circulate relates to the offer and sale of Class B Members' ownership interests and rights ("Class B Shares") of the Company. Minimum unit of Class B Shares' Par Value is $0.0001. The Company has already offered and sold $250,000 Class A Shares and $50,000 Class B Shares to the Founding Member. See "Dilution" for additional information regarding the Class A Shares.

We are offering for sale $18,800,000 Class B Shares (the "Offered Shares") at the offering price of $1.00 per Dollar of Par Value.

On condition that the offering statement, of which this Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (the "SEC"), and another registration of this Company as transfer agent for its own Shares is also qualified by the SEC, an initial public offering will be organized on our List of Orders, the specific smart contract adopted by the Company to facilitate Verified Investors to trade Shares on ArbitrumOne.

Verified Investors may use ETH to directly acquire Offered Shares at the offering price on our List of Orders (please see hereunder for its definition). The price of ETH in USD will be determined as per the ETH/USD price obtained from the reliable off chain data feeds, such like Chainlink Data Feeds, at the on-chain time when Verified Investor places the Buy Order. Upon closing, new Shares will be automatically issued to Investors and the consideration paid in form of ETH will be received and held by the Company directly. During the entire process of the initial offering, no underwriters, brokers, dealers or other intermediaries will be involved.

The Company will be arranged, as much as possible, as a passive income entity and an on-chain decentralized autonomous organization (the "DAO"). It will hold the exclusive copyrights of the template smart contracts of ComBoox within the territory of ArbitrumOne, and will collect royalties of the copyrights as its general income. All assets of the Company will be held or materially controlled by it on the public block chain of ArbitrumOne. All payments and legal acts of the Company can only be conducted on ArbitrumOne upon prior approvals of Members by voting. No employees will be hired, and no Managers or Members will be paid for remuneration either. All the legal acts of Members and the Company will be automatically controlled by predefined smart contracts, and can only be triggered by the specific right-holders directly with no intermediaries or agents involved.

Prior to this offering, there has been no public market for our Shares, and, probably there will be no such legal markets within a predictable future either. However, to facilitate trading of the Shares, the Company introduced a series of smart contracts named List of Orders, which can list all Sell Orders placed by Shareholders and automatically match and settle them against the Buy Orders placed by Verified Investors. During the listing trade, no brokers, dealers or market-makers will involve. Shares will be created, altered or revoked under the automatic control of smart contracts, and consideration in ETH will be booked under the name of seller with his or her exclusive control.

We are an "emerging growth company", as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we are subject to reduced public company reporting requirements. We have not generated any incomes or profits.

These securities are highly speculative and involve a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. See "Risk Factors" beginning on page 10 to read about factors you should consider before buying our Shares.

Generally, unless our Shares is listed on any national securities exchange or the fore mentioned List of Orders in connection with the offering, no sale may be made to you in the offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration. This Offering Circular follows the Offering Circular format prescribed by Part II of Form 1-A.

The date of this Offering Circular is June 7, 2024.

TABLE OF CONTENTS

We have not authorized anyone to provide you with any information other than that contained in this offering circular. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Offered Shares only in jurisdictions where offers and sales are permitted. The information in this offering circular is complete and accurate only as of date on the cover hereof regardless of the time of delivery of this offering circular or any sale of Offered Shares. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where the offer thereof is not permitted.

For investors outside the United States: We have not taken any action that would permit this Offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to the Offering and the distribution of this Offering Circular.

1 TRADEMARKS AND OPYRIGHTS

Founding Member owns or plans to apply for rights to trademarks or trade names that we use or intend to use in connection with the operation of our business, including our names, logos and website names. In addition, Founding Member owns or has the rights to patent applications, copyrights, trade secrets and other proprietary rights that protect the intellectual property used in our business, including the ComBoox Platform. In addition to the exclusive intellectual properties of ComBoox invested by Founding Member as his initial capital contribution, we also have the rights to use trademarks and trade names under royalty free, non-exclusive licenses granted by Founding Member. Our use or display of such trademarks, service marks, trade names or products in this Offering Circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this Offering Circular are listed without their copyright and trade mark symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Any statements contained in the offering circular that are not statements of historical fact may be forward-looking statements, which are generally identifiable by use of terminology such as "may," "will," "should," "potential," "plan," "intend," "expect," "outlook," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions.

Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading "Risk Factors". Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular.

Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.

3 USE OF CERTAIN TERMS AND DEFINITIONS

Throughout this Offering Circular, we will use certain defined terms. While these terms will generally be defined in context, for convenience, these terms will also be contained in a "Glossary of Terms" attached as Appendix-I.

4 SUMMARY

Human civilization has entered the 21st century. Most wealth exists in the form of book-entry interests. To regulate these wealth and their trading activities, various laws, charters and contracts are established, and different centralized intermediaries are involved. However, in case these laws, charters or contracts are violated, people can only rely on judicial remedies, which are proven to be costly and time-consuming.

The emergence of blockchain technology offers a new solution. That is, to define the rules and terms in smart contracts, and use the distributed systems to automatically keep the book-entry records. By implementing the basic concepts of "Code Is Law" and "Decentralization", the terms and conditions defined by legal documents can be implemented by rigid code, and the human management of centralized intermediaries can be replaced by consensus protocols and smart contracts with automated operation.

This establishes an automated mode of asset bookkeeping and transaction management in which owners can directly manage and dispose their assets without relying on any intermediaries or counter parties.

Among the book-entry interests, except for deposit currency, company equity is probably the most important and critical category. The company is the carrier of various assets and also the investment target of capital. Its external legal acts are the main components of modern commercial activities, while its internal governance involves the rights and interests of many investors. Therefore, company equity is the critical joint linking the capital and assets, commercial activities and corporate governance.

ComBoox is a company book-entry platform consists of a core smart contract named "Registration Center" and a series of Template Smart Contracts deployed on ArbitrumOne, which is designed for automatic registering equity shares and keeping corporate governance records. By a single click, users may quickly establish a full range books entry system for their company on ComBoox, which consists of smart contracts created by cloning the Template Smart Contracts. Thereafter, the company's stake holders may conduct almost all legal acts around equity rights and corporate governance on block chain in a self-service mode, so as to realize that:

(1) right holders may directly exercise their rights;

(2) obligors have no chance to default or violate; and

(3) real time full disclosure of each legal acts.

ComBoox Points (the "CBP") is an ERC-20 token registered in Registration Center, which is used as a utility token of ComBoox to measure and collect royalties for using the Template Contracts. Each time when a User access specific function of the clone copies of Template Contracts, an amount of CBP will be automatically transferred from the User to the relevant intellectual properties' holder of the relevant Template Contract. The royalty rate is predefined by the original author in the respective Template Contract, and the beneficiary rights can be transferred on-chain to any other party. The minting right of CBP belongs to the owner of Registration Center, and can be transferred together with the owner's right to Registration Center.

ComBoox is an open platform. Any developer may deploy smart contracts and apply to incorporate them by the platform. As long as the application is approved by the ComBoox Community, the relevant smart contracts may be adopted by ComBoox as a Template Contract. The developer can then collect royalties in CBP. The owner of ComBoox (i.e. the owner of Registration Center) will take 20% commission on each royalty payment, and the commission rate may be adjusted by the owner from time to time.

The Company is a Wyoming Limited Liability Company electing to be a DAO. It engaged in the business of acquiring, holding, marketing and managing royalty interests derived from the intellectual property in the Template Smart Contracts of ComBoox (the "Royalty Interests"). The Founding Member, currently as the sole developer of ComBoox, has invested the following intangible assets or special rights in the Company as capital contribution in exchange for his initial Shares:

(1) the partial copyrights to Template Contracts within the territory of ArbitrumOne;

(2) the owner's right to ComBoox Platform; and

(3) the owner's right to Registration Center for minting CBP.

Therefore, the Company has the right to collect the following passive income in CBP as revenue: (1) royalties for the use of Template Contracts; and (2) commission splitting from the payment of royalties.

As the Company has minting rights of CBP, it can decide the total supply of CBP and can throw significant influence on the market price thereof. The Company may mint or transfer certain amount of CBP to a smart contract called "Fuel Tank" as per prior approvals of Ordinary Resolution, through which the Company may sell CBP to the market and receive sales income in ETH.

The Company has no obligation to purchase back any CBP. The proceeds from the sale of the CBP in ETH will be considered "deferred revenue" of the Company, which will be off set against revenue of CBP.

Pursuant to the Operating Agreement, the Company will operate as a passive income entity and will use its best efforts to avoid incurring any liabilities. No Members or Managers will be paid any remuneration, and the Company has no employees and has no plans to hire any employees. In exchange for the initial capital contribution, Founding Member has been issued $ 250,000 Class A Shares and $ 50,000 Class B Shares. Class A Shares shall have 8 times Distribution Weight and 40 times Voting Weight as compared to Class B Shares. Members will enjoy and exercise their voting rights in accordance with their total Voting Points and will enjoy their distribution rights to the profits and assets of the Company in accordance with their total Distribution Points. The initial Shares of Founding Member will dilute the Class B Shares to be issued pursuant to this Offering Circular.

The Company can only distribute ETH or other on-chain assets other than CBP to Members, subject to prior approvals of Ordinary Resolution.

In order to facilitate Members to trade their Shares, and subject to successful registration with the SEC as transfer agent, the Company will organize a quotation board via a smart contract called "List of Orders". Members can place limited Sell Orders with their acceptable offer price and sell amount, Verified Investors can counter place limited Buy Orders with their bid price and buy amount, the system will automatically match and settle the orders accordingly.

5 RISK FACTORS

5.1 Evolving regulatory environment may bring negative impact on ComBoox and the Company's revenue.

The novelty of ComBoox means that existing laws and regulations may not fully encompass or compatible the unique aspects of the business model. This can lead to ambiguities that affect how we conduct business. Automatic bookkeeping equity and corporate governance records means the company concerned will act as a transfer agent for its own shares, especially for public offered shares. Given the international nature of many blockchain and capital markets, ComBoox may face a complex web of global regulations. Navigating these varying legal requirements is a substantial challenge that could impact the acceptance to ComBoox solution, circulation of CBP, as well as the revenue of us. The Company actually is a on-chain passive income entity fully managed by members through public voting. Although the Company is incorporated in Wyoming, however, the jurisdiction in which the Shares and CBP is traded can lead to conflicts and ambiguities in regulatory compliance.

5.2 As a newly established entity, the Company may face revenue uncertainty due to lack of track record, and no current customers, impacting investment value and profitability potential.

As a newly established entity, we face significant revenue risks inherent to our early stage of operations. Our success is contingent upon the business mode of ComBoox to attract and retain users, which is uncertain given the innovation nature of the mode. Without a proven track record or existing user base, we may encounter challenges in convincing potential users to adopt concepts or Template Contracts of ComBoox. Furthermore, the absence of immediate revenue streams subjects us to financial pressures that can impact our ability to acquire new Royalty Interests, marketing, and other growth initiatives. Our survival and growth are heavily dependent on achieving market acceptance and generating sales, which are inherently uncertain processes. Investors should be aware that our lack of revenue to date increases the risk of not achieving profitability in the short term, or potentially at all, which could have a material adverse effect on our business and the value of their investment.

5.3 Web Product Market Acceptance and Pricing Strategy Uncertainty May Affect Revenue and Investment Value

The success of our operations is critically contingent upon the sustained market acceptance of ComBoox across both existing and emerging markets. Any decline in market acceptance could significantly impair our revenue and profitability.

Our business model is based on the collection of royalties for each Template Contracts adopted by ComBoox Platform, and the commission splitting from the royalties paid to copyright holders other than the Company. Although the licensing rate is predefined by the original author of the Template Contracts, all royalties and commission will be collected in CBP. The exchange price of CBP against ETH, the total supply of CBP, and the commission rate based on which to split the royalties from other copyright holders will be determined by the Company through Ordinary Resulution. We may be unsuccessful in changing these sales policies of ComBoox. Any increase in the portion of revenue attributable to commission or royalties will depend on our successful anticipation of users willingness to use Template Contracts of ComBoox.

5.4 Because we lack the name recognition, customer base and resources of other companies in the internet software market, we may be unable to compete successfully which would reduce our revenue and the value of your investment.

If we fail to promote ComBoox successfully or if we incur significant expenses promoting and maintaining ComBoox, we may experience a material adverse effect on our business, financial condition and operating results. Due in part to the still emerging nature of the market for block chain application and the substantial resources available to many of our competitors, we may have a time limited opportunity to achieve and maintain market share.

We believe that developing and maintaining awareness of the ComBoox will be critical to achieving widespread acceptance of our concepts. We believe that brand recognition will become increasingly important as competition in the market for our revenue increases. Successfully promoting and positioning ComBoox will depend largely on the effectiveness of our marketing efforts. As a result, we may need to expand our financial commitment to creating and maintaining brand awareness among potential customers.

5.5 DAO Management Structures may impose investment risks.

As a DAO, our management structure inherently carries certain risks that are distinct from traditional corporate models. The decentralized nature of a DAO means that decision-making is typically governed by consensus among its members, which can sometimes lead to slower response times and less centralized control over strategic direction. This can result in a lack of clear leadership and accountability, potentially impacting the efficiency and effectiveness of operations. Although we have implemented a DAO governance framework featuring differentiated voting rights and managerial oversight to counteract the potential inefficiencies of decentralized management, the innovative and non-traditional aspects of this organizational model may continue to present risks to the interests of our shareholders.

5.6 Different legal requirements on statutory books may bring risks of uncertainty for the Company's revenue.

As an innovative application, ComBoox utilizes smart contracts to automatically maintain companies' book-entry records of equity transaction and corporate governance such as Register of Shares, Register of Shareholders, Register of Directors, General Meeting Minutes, and so on. Therefore, the different legal requirements for the said statutory books of companies in various jurisdictions will directly affect the market space and development speed of ComBoox platform, which in turn will affect the Company's revenue and its growth.

5.7 Different regulatory rules for public block chain and crypto assets may bring uncertainty risks for the Company's revenue.

The operation of the ComBoox Platform relies on the proper functioning of and free access to the ArbitrumOne and Ethereum block chains, and the Company's primary assets are in form of crypto assets such as ETH. Therefore, if a jurisdiction restricts or prohibits the operation of the public blockchain network or prohibits the trading and circulation of the relevant native token assets, it will result in the ComBoox platform not being available to companies in that jurisdiction. As a result, different regulatory rules for public blockchain and crypto assets in jurisdictions around the world may bring risks of uncertainty for the Company's revenue.

5.8 There are no established trading markets for the Company's Share, which will bring risks of uncertainty in the Company's value.

As a on-chain book-entry certificate, the Company's equity currently has no legal trading exchange and it is likely that no such legal trading exchange may be established in a predictable future. The Company has already built its own automated listing and trading system on ArbitrumOne with smart contracts to facilitate investors to trade the Company's shares by public bidding, but it needs to pass the SEC's filing and registration procedures regarding Transfer Agents in order to operate legally. The ability to trade the Company's shares under this model in the future will significantly impact the liquidity of the Company's Shares and, in turn, the value of the Company.

5.9 Volatility in crypto-asset prices may bring uncertain impacts on the value of the Company.

The Company will take ETH as its primary assets and payment instrument, and the value of CBP, which acts as a utility token for the Company, will also be denominated in ETH. Therefore, price volatility of crypto-assets, especially ETH, will bring an uncertain impact on the Company's value and revenue expectations.

5.10 Security vulnerabilities in Template Smart Contracts may pose an uncertainty risk to the Company's revenues

Smart contracts and blockchain protocols may have security vulnerabilities or logical flaws in business logic, data security, etc., may be subject to hacking or unexpected system crashes, and may fail to realize desired transaction results or asset disposition arrangements. In the event of such an incident, ComBoox's reputation and market prospects would be negatively impacted, which in turn may negatively impact the Company's revenue.

5.11 The open-source nature of smart contracts makes Template Contracts susceptible to illegal copying or imitation, which in turn will negatively impact the Company's revenue.

The reasons that smart contracts can gain trust and build credibility lye in making the source code publicly available. Stakeholders can clearly understand the logic and algorithms of the code and expect certainty in the outcome of the disposition of rights and interests through the automated execution of the code, thus building trust in the smart contracts. The attributes of open source code makes it easy for smart contracts to be illegally copied or imitated. Once illegally copied or imitated, the Company's royalty and commission income from the ComBoox platform will be negatively impacted. No company would accept to base its book-entry records on a platform with legally flawed intellectual property, so the Company is not so concerned about third parties competing in an infringing manner. However, this will inevitably have a negative impact on the Company's revenue any way.

5.12 Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

Threats to IT security can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that pose threats to ComBoox and Smart Contracts adopted by the Company. These actors may use a wide variety of methods, which may include developing malicious smart contracts or exploiting vulnerabilities in hardware, software, or other infrastructure in order to attack smart contracts deployed based on Template Contracts of ComBoox or gain access to special write functions thereof, using social engineering techniques to induce users to disclose passwords or other sensitive information or take other actions to gain access to users' private key, or acting in a coordinated manner to launch distributed denial of service or other coordinated attacks. Nation state and state sponsored actors can deploy significant resources to plan and carry out exploits.

Cyberthreats are constantly evolving and becoming increasingly sophisticated and complex, increasing the difficulty of detecting and successfully defending against them. We may have no current capability to detect certain vulnerabilities, which may allow them to persist in the environment over long periods of time. Cyberthreats can have cascading impacts that unfold with increasing speed across ArbitrumOne networks and systems and those of Shareholders, Managers, or users of Comboox. Breaches of our facilities and network, could disrupt the security of block chain systems and ComBoox Platform, impair ability of ComBoox to serve to users and protect the privacy of their private keys, result in harming our reputation or competitive position, result in theft or misuse of our intellectual property or other assets, adversely affect our business and income.

5.13 ComBoox may be deployed on other blockchains, which in turn will negatively impact the Company's revenue

Since collecting CBP across chains would add unnecessary technical difficulties, Founding Member only invested the beneficial rights to royalties and commission for Template Smart Contracts within the territory of ArbitrumOne as a capital contribution to the company. In other words, Founding Member retained the rights to deploy and operate ComBoox Platform on other blockchains. Therefore, in the event that Founding Member deploys and operates ComBoox on other blockchains, there will be a competitive negative impact on the Company's revenue.

5.14 Legal changes, our evolving business model, piracy, and other factors may decrease the value of our intellectual property.

Protecting our intellectual property rights and combating unlicensed copying and use of Template Contracts of ComBoox and other intellectual property on a global basis is difficult. Reductions in the legal protection for software intellectual property rights could adversely affect revenue. Changes in the law may continue to weaken our ability to prevent the use of Template Contracts or collect revenue. These include legislative changes and regulatory actions that make it more difficult to obtain injunctions, and the increasing use of legal process to challenge illegal piracy. The royalties we can obtain to monetize our intellectual property may decline because of the evolution of technology, or the difficulty of discovering infringements.

5.15 Third parties may claim we infringe their intellectual property rights.

From time to time, others may claim we infringe their intellectual property rights. The number of these claims may grow because of constant technological change in the markets in which we compete, the extensive patent or copyright coverage of existing technologies, the rapid rate of deployment of smart contracts and issuance of new patents. To resolve these claims, we may have to defend these challenges. These outcomes may cause operating margins to decline. Besides money damages, in some jurisdictions plaintiffs can seek injunctive relief that may limit or prevent importing, marketing, and selling Template Contracts that have infringing technologies.

Although Founding Member is very confident of the cleanliness of the intellectual property of the Template Smart Contracts, as an inalienable right of action, any third party may still claim that we are infringing on their intellectual property rights, which in turn could have an uncertain impact on the value of the Royalties Interests and the Company's revenue.

5.16 The Company does not set specific decision-making mechanisms for related transactions, which may bring the related transaction risks to the investors.

The Company has not established any special withhold voting or similar procedures for related transactions and relies solely on the dispersion of shareholdings and the openness of voting to ensure the fairness of the price and terms of the transactions, which may expose investors to some degree of related transaction risks.

6 THE COMPANY

Comboox DAO LLC ("we" or the "Company") is a Wyoming limited liability company electing to be a decentralized autonomous organization pursuant to the Wyoming Limited Liability Company Act (the "Act") and the Wyoming Decentralized Autonomous Organization Supplement (the "Supplement"), formed on November 8, 2023.

6.1 Business

The Company is engaged in the business of acquiring, holding, marketing and managing royalty interests derived from the intellectual property in the Template Smart Contracts of ComBoox (the "Royalty Interests"). Royalty Interests are a kind of passive (non-operation) interests that provide the right to revenue produced from using the Template Smart Contracts of ComBoox.

6.2 ComBoox Platform

Human civilization has entered the 21st century. Most wealth exists in the form of book-entry interests, such as bank deposits, real estate, intellectual property, corporate equity, fund shares, bonds, ABS, and so on. In order to identify the owners of these assets and to regulate their trading activities, various property laws, trade regulations and commercial contracts have been introduced and established. In addition, various types of centralized intermediaries are involved in the commercial activities to realize the owners' purpose, such as bookkeeping managers, asset custodians, clearing and settlement institutions, etc. If the legal norms or commercial contracts are violated, the owners can only rely on the judicial system for ex post facto remedies, while these remedies are proven to be costly and time-consuming.

The emergence of blockchain technology, represented by Bitcoin and Ether, provides another set of solutions for human beings. That is, to define the bookkeeping rules and transaction arrangements of the wealth in the computer programs, and to use the distributed systems and cryptography technologies to fix the book-entry records of these wealth in terms of their content and time sequence. Thus, the possibility of violation or default can be eliminated in the means of "prior prevention".

By implementing the basic concepts of "Code Is Law" and "Decentralization", the legal logic defined by legal norms and contractual terms is realized by rigid code logic, and the human management of centralized organizations is replaced by consensus protocols and smart contracts with automated operation. This establishes an automated mode of asset bookkeeping and transaction management in which owners can directly manage and dispose their assets without relying on intermediaries or counter parties. The only thing that needs to be considered is the predefined smart contracts.

Among the book-entry interests, except for currency, company equity is probably the most important and critical category. A company is both the carrier of various assets and also the investment target of capital. Its external legal behaviour is the core component of modern commercial activities, while its internal governance activities involve the rights and interests of many investors. Therefore, company equity is the critical node linking the capital and assets, commercial activities and corporate governance.

Using blockchain and smart contract technology to realize the automated bookkeeping of equity and corporate governance records, replacing the legal logic of after-the-fact remedies with the rigid code logic of ex ante prevention, these ideas will be of great importance to modern commercial society in terms of reducing disputes, eliminating irregularities, improving transparency, and increasing efficiency.

Based on the above concepts, Founding Member developed the ComBoox platform.

ComBoox is a company book-entry platform consists of a core smart contract named "Registration Center" and a series of Template Smart Contracts deployed on ArbitrumOne, which is designed for automatic registering equity shares and keeping corporate governance records. By a single click, users may quickly establish a full range books entry system for their company on ComBoox, which consists of smart contracts created by cloning the Template Smart Contracts. Thereafter, the company's stake holders can conduct almost all legal acts around equity rights and corporate governance on block chain in a self-service mode.

Legal acts around equity and corporate governance, in legal view, are mainly two kinds: "express of intent" and "disposal of interests". Both of them can be effectively implemented on block chain. Reasons can be summarized as follows:

(1) Almost all block chain (including ArbitrumOne and Ethereum) adopt public key cryptography as their e-signature algorithm, which is widely accepted by e-signature laws of the world as a reliable solution to constitute a legally effective e-signature. In another words, every message signed by users through its private key on block chain can be technically verified and legally binding the user with its intent indicated in the message concerned; and

(2) Subject to the authorization of its constitutional document as well as the permission of the governing laws concerned, a Company may select to book its equity, assets, liabilities and/or other relevant interests on smart contracts. Thereafter, the creation, alteration, disposal or revocation of these interests can be effectively conducted on chain by adding, changing or removing the relevant digital records under the automatic control of the smart contracts concerned, i.e. recording the digital traces and results of legal acts automatically when right holders executing the rights with NO sectaries, intermediaries, agents, obligors, or any third party involved.

In brief, if a Company elects to set up its statutory books on ComBoox, all its stakeholders, such as shareholders, investors, directors, executive officers, lenders, vendors, as well as its employees, may conduct almost all legal acts around equity or corporate governance on block chain. These legal acts may include but not limited to share subscription, share transfer, share pledge, paying consideration, signing contracts, making proposals, voting, nominating candidates, inauguration and resignation etc.

"Decentralized" and "Trustless" are the core concepts and values of the Web3 application. In legal point of view, this means:

(1) right holders may directly execute legal rights, based on their trust in the rigid and reliable codes of the smart contracts and the underlying protocols, instead of credit or reputation of any people or institutions, thus, legal acts no longer need participants of any intermediaries or agents;

(2) obligors have no chance to default (contracts) or violate (laws or regulations) due to predefined smart contracts can take over all compliance matters and contractual obligations in an automatic way; and

(3) there shall be no difference between legal acts and information disclosure, neither in time nor in logic, since legal acts conducted on public block chain can directly incur the legal effects (change book-entry records) and complete the real time disclosure with immutable records to the whole world with no time lag or misrepresentation.

By implementing the above concepts, ComBoox actually provides a brand new idea to solve the problems like "Insiders Control" or "Misleading Statements" that have plagued the capital markets for many years.

6.3 Royalty, Commission and CBP

When a user executing its legal rights by calling the smart contracts created through ComBoox, a sum of royalty will be charged automatically from such user to pay to the Royalty Interests holder of the Template Smart Contracts concerned. The payment will be made in an ERC-20 token named "ComBoox Points" (the "CBP"), at the price predefined by the author of the Template Contracts.

As an open platform, ComBoox allows developers to create and submit new Template Smart Contracts to the platform, so as to satisfy new demands of users. And, title owner of Registration Center, as the platform creator or its interests successor, will charge a commission fee at a ratio of 20%, which may be adjusted at the discretion of the owner from time to time, automatically splitting from the revenue of any royalty.

The utility token CBP is also booked on the smart contract of Registration Center. So, in addition to the Royalty Interests of commission, owner of Registration Center also has the mint right of CBP, i.e. he/she may determine the total supply of CBP which will affect the price or exchange rate of CBP as well as the value of Royalty Interests eventually.

6.4 Acquired Royalty Interests

As the currently sole author and developer of ComBoox, Founding Member has invested: (1) the Royalty Interests of ComBoox to collect royalties and commissions within the territory of ArbitrumOne; and (2) CBP's Minting Right on ArbitrumOne, into the Company as its initial capital contribution in exchange for $250,000 Class A Shares and $50,000 Class B Shares. Template Smart Contracts incorporating the Royalty Interests already invested by the Founding Member are listed in the Operating Agreement.

6.5 Revenue

Sum of the above, the Company is entitled to collect the following passive income in form of CBP as its revenue:

(1) royalty paid by users for using of the current available Template Smart Contracts of ComBoox; and

(2) commission splitting from any royalty revenue.

To facilitate users of ComBoox to purchase CBP from the Company, a specific smart contract named Fuel Tank is deployed on ArbitrumOne. Any user may purchase CBP by ETH from Fuel Tank at the rate determined by the Company. Although all holders of CBP may freely set their selling price at discretion, due to the Company has unlimited reserves of CBP by minting, the exchange rate set in Fuel Tank will probably become the anchor price thereof.

The Company may transfer its CBP into Fuel Tank as reserves for sale, and may pickup ETH therefrom as sales consideration. Therefore, Fuel Tank will be used by the Company as a major platform to release the supply of CBP or exchange its revenue into ETH.

6.6 Assets

The rights and interests that can be hold by the Company are all on chain assets or special rights to call specific functions of smart contracts, which are all held by a specific smart contract representing the legal entity of the Company named General Keeper. They are as follows:

(1) ETH and CBP;

(2) Royalty Interests to receive CBP as royalty or commission;

(3) Mint rights to create new CBP;

(4) Setting right to determine the exchange rate of CBP in ETH in Fuel Tank; and

(5) Exclusive right to pickup ETH from Fuel Tank as sales consideration of CBP.

To keep its unique role as an on chain DAO, the Company will not open off-chain bank accounts. All assets that the Company can posses shall be limited to the extent that such assets are able to be held, controlled and disposed, directly or indirectly, by General Keeper.

6.7 Liabilities

We will take all measures possible to keep the Company away from assuming or incurring any liabilities. Therefore, the Company will not borrow any loan or enter into any contracts that may incur payable liabilities. No employees will be hired, and no Managers or Members will be paid for remuneration either. In case the Company intends to hire any experts or to buy any services, it shall be arranged in a prepaid mode. The Company will not redeem any Shares it issued, and has no obligation to redeem any CBP it minted or sold.

6.8 Payments

All payments of the Company will be made in ETH or CBP though General Keeper subject to a prior approval of Members by Ordinary Resolution.

6.9 Legal Acts

As much as possible, subject to a prior approval of Members by Ordinary Resolution or Special Resolution, in accordance with the Operating Agreement, and under the automatic control of Smart Contracts adopted by itself, the Company will carry out all its legal acts on ArbitrumOne through General Keeper.

6.10 Book Keeping

As the first company onboard of ComBoox, the Company established its entire books-entry system on ComBoox with respect to equity registration and corporate governance. In accordance with the Operating Agreement, the Company will keep the following public records, in form of smart contracts and under an automatic and self-service mode. Their address on ArbitrumOne are listed in the Exhibit-I of Operating Agreement, which may be changed from time to time subject to prior approval of Special Resolution:

(1) Register of Constitutions: records all editions of Shareholders Agreements with respect to their contract address, legal force status, procedural schedules for creation, review and voting, and other relevant information;

(2) Register of Directors: records all information about the positions of Managers with respect to their candidate's User number, nominator, the Voting Rules applied for election, the start and end date of tenure, and other relevant information;

(3) Register of Members: records all information about Members or Shareholders with respect to their equity Shares, total Voting Points, total Distribution Points, as well as the aggregate amount of Par Value, Paid Value, Clean Paid, and other relevant information;

(4) General Meeting Minutes: records all the motions created and submitted to the General Meeting for approval with respect to their proposer, proposal time, voting start and end time, voting results, proxy arrangements, executor, execution state, and other relevant information;

(5) Register of Agreements: records all the Investment Agreements with respect to their address, status, transaction type and detailed arrangements, parties, procedural schedules for exercising special rights, and other relevant information;

(6) Register of Pledges: record all Pledges with respect to their creditor, debtor, pledgor, pledged Share, pledged amount, guaranteed amount, due date of Subject Debt, guarantee period, and other relevant information;

(7) Register of Shares: record all Shares issued by the Company with respect to their Shareholders, Class, Voting Weight, issue date, paid-in deadline or actual paid-in date, Par Value, Paid Value, acquiring price, and other relevant information;

(8) List of Orders: record all information about Listing trade of Shares with respect to the subject Shares' Class, sequence number, Investors, Sell orders, Buy orders, Closed Deals, Expired Orders, and other relevant information.

6.11 Competition

To the best of our knowledge, no comparable business exists that utilizes public block chain and smart contract technology to book-keep equity and corporate governance records for companies.

6.12 Employees

As of June 7, 2024, we had no employees. Moreover, we do not intend to hire any employees for the Company. We will try to keep the Company, to the extent permitted by law, as a passive interests holding vehicle with no active operation. Any commercial decision of the Company shall be made by Members through voting, and the resolution of which shall be executed by the specific authorized Member or Manager with no remuneration.

In case there is any legal, accounting, auditing, taxation or any other requirements for the Company to legally exist, a specific motion will be proposed to General Meeting for seeking approval of budget and prepayment accordingly.

6.13 Facilities

As a on chain company, we do not have and have no intents to acquire or lease any facilities for the Company.

6.14 Legal Proceeding

We are not currently a party to any material legal proceedings.

7. USE OF PROCEEDS

We estimate that our net proceeds from the offering will be approximately $18,800,000 if all the Offering Shares are sold. We intend to use the net proceeds from the offering as follows:

(1) to purchase online or offline advertising services, promotion services, code audit services or other services to promote ComBoox Platform;

(2) to purchase necessary accounting services, financial auditing services, legal services, registration agent services or other necessary professional services to make the Company, as well as ComBoox Platform, be able to operate and develop in compliance with the governing laws and regulations; and

(3) to purchase the Royalty Interests derived from any new Template Contracts that may be adopted by ComBoox in the future, provided that the relevant developers are welling to sell.

This expected use of the net proceeds from the offering represents our intentions based upon our current plans and business conditions. As of the date of this offering circular, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of the offering or the amounts that we will actually spend on the uses set forth above.

The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the number of potential Royalty Interests we intend to acquire, the status of negotiations for such Royalty Interests, and any unforeseen needs. However, as per the provisions of the Operating Agreement, as well as the algorithm predefined in the Smart Contracts, each payment of the Company will be subject to a prior approval of Members by Ordinary Resolution.

Pending our use of the net proceeds from the offering, we intend to invest the net proceeds in a variety of capital preservation investments, as long as the investments is legal and can be effective held and controlled by the Company via the specific smart contract of General Keeper.

8 DISTRIBUTION POLICY

We have never declared or paid any dividends on our Shares. Following the closing, we anticipate declaring and paying growing dividends on our Shares derived from revenue generating from the Royalty Interests.

The holders of our Class A Shares and Class B Shares will enjoy the distribution rights in proportion to the aggregate Distribution Points of their Shares. The distribution shall be paid in ETH.

Any declaration or distribution of such dividends will be subject to a prior approval of Members by Ordinary Resolution.

9 DILUTION

As per the Operating Agreement, Members shall enjoy their voting rights based on the aggregate Voting Points of their Shares and may claim profits distribution or residual assets of the Company based on the aggregate Distribution Points of their Shares as well.

To date, the Company has issued the following Class A Shares and Class B Shares to Founding Member in exchange of Royalty Interests:

If you purchase Class B Shares in the offering, your interest will be diluted to the extent of the difference between the initial public offering price and the pro forma as adjusted net tangible book value per Dollar Par Value immediately after the offering.

Net tangible book value per Dollar Par Value of Class B Shares is determined by allocating our total tangible assets less our total liabilities in proportion to the Distribution Points of per Dollar Par Value of Class B Shares outstanding.

We did not have any net tangible assets or liabilities as of June 7, 2024 on a historical basis. Dilution per Dollar Par Value of Class B Shares to investors participating in the offering represents the difference between the per Dollar Par Value price paid by purchasers in the offering and the pro forma as adjusted net tangible book value per Dollar Par Value immediately after completion of the offering.

If all the Offered Shares are sold in the offering at an initial public offering price of $1.00 per Dollar Par Value of Class B Shares, our pro forma as adjusted net tangible book value as of June 7, 2024 would have been $1,848,441.25. This represents an immediate increase in net tangible book value to Founding Member and immediate dilution in net tangible book value to purchasers of shares in the offering. The following table illustrates the foregoing calculations.

10 ANALYSIS OF FINANCIAL CONDITION

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this offering circular. This discussion and other parts of this offering circular contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this offering circular entitled "Risk Factors."

10.1 Overview

We are engaged in the business of acquiring, holding, marketing and managing Royalty Interests derived from the intellectual property in the Template Smart Contracts of ComBoox. Royalty Interests are a kind of passive (non-operation) interests that provide the right to revenue produced from using the Template Smart Contracts of ComBoox. We are founded as a Wyoming limited liability company electing to be a decentralized autonomous organization on November 8, 2023.

We are not responsible for developing, testing, auditing, or maintenance of any of the Template Smart Contracts of ComBoox. Users are licensed to use the Template Smart Contracts as well as ComBoox on a "AS IS" basis.

10.2 Result of Operations

Our operations to date have been limited. We were incorporated in November, 2023. Other than the Royalty Interests invested by Founding Member as contribution, we have no other assets or liabilities. We have no employees and do not intend to hire any employees.

10.3 Liquidity and Capital Resources

To date, we have no resources for liquidity or working capital. We are not committed to any capital expenditures. We expect that, after the closing of the offering, the net proceeds from the offering will be sufficient to cover our operating expenses, including compliance and other administrative functions.

Current version of the Template Smart Contracts have fully covered the anticipated functions that a company may need to book their equity shares or corporate governance records. Therefore, even if the offering proceeds are not so sufficient as expected, our business will still be able to operate and develop independently. Therefore, we do not have further financing plan after the offering.

As an alternative solution, we may issue new Shares to exchange for new Template Smart Contracts, promotion services or professional services. It will result in dilution of our existing Shareholders. However, as per the Operating Agreement of the Company, any capital increase shall be subject to a prior approval of Members by Special Resolution.

10.4 Significant Accounting Policies

With respect to the Royalty Interests, the Company expects to adopt the following significant accounting policies:

10.4.1 Revenue Recognition

The Company intends to recognize revenue upon receiving CBP for using of the Royalty Interests from the relevant users. With respect to the proceeds of selling and minting CBP, due to the Company has no obligations or commitments to redeem any CBP, it will be deemed as "deferred revenue" upon picking up them from FuelTank in ETH.

10.4.2 Royalty Interests

Royalty Interests mainly consists of exclusive copyrights of Template Smart Contracts and ComBoox within the territory of ArbitrumOne. However, the copyrights are limited ones that only has exclusive effects within the specific network of ArbitrumOne, which means Founding Member may commercialize the copyrights in other block chain networks for other projects. Moreover, as a brand new solution, there are no other similar intellectual properties may be used to compare for evaluating the copyrights. Therefore, the Company evaluate the Royalty Interests based on the actual working hours and expenses used by Founding Member for developing, testing, deploying and documenting the smart contracts of ComBoox, as well as the reserved rights for commercializing the same on other block chains. The booking value was finally determined as $300,000. As long as an investor purchase the Offering Shares, it shall be deemed as and construed into fully understand the evaluation method and accept the assessment value of Royalty Interests.

The Company intends to adopt the policy of amortizing the value of the Royalty Interests using the straight-line method over a period of 15 years. The Royalty Interests are considered a long-lived asset that is required to be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for the Royalty Interests if the carrying amount exceeds the estimates of future net undiscounted revenues expected to be generated by such assets. An impairment charge is required to be recognized if the carrying amount of the asset, or asset group, exceeds its fair value.

10.4.3 Off-Balance Sheet Arrangement

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

11 MANAGEMENT

As per the Operating Agreement, the day-to-day operation of the Company will be managed by Members though public on-chain voting. Members who represent more than 10% Voting Points of outstanding Shares, may make a proposal to the General Meeting. Quorum of a General Meeting is 30%, i.e. as long as Members representing more than 30% Voting Points of outstanding Shares cast votes for a specific motion, the voting process is legally effective and the resolution concerned will have binding forces for the Company and Members. Members may solicit proxy to make a proposal or cast a vote.

Some important issues need to be approved by Special Resolution, such as increasing capital, restating Shareholders Agreement, or replacing smart contracts of the book-entry system and so on. While, most of the daily affairs only need to be approved by Ordinary Resolution, such as making payments, electing Managers, calling smart contracts to conduct on chain legal acts, distributing profits or assets etc.

An Ordinary Resolution can only be passed if it obtained more Voting Points of "for" than "against" among the Members who cast votes on the motion. A Special Resolution needs to obtain Voting Points of "for" at least twice of "against" so as to get passed.

The Manager has no decision making power and will only be responsible for duties set out by the Operating Agreement, or executing resolutions of General Meeting. The Company shall reimburse the actual paid expenses of Manager within the budget prior approved by Ordinary Resolution, however, no remuneration needs to pay to Manager.

Please see Operating Agreement for more detailed provisions in this regard.

Due to the facts that Founding Member: (1) is the developer of ComBoox; (2) holds substantial ratio of Shares of the Company; and (3) has nomination right for the position of Manager, he may be deemed has and will keep having significant influences to the Company.

Mr. Li Li is the Founding Member of the Company, who is 47 years old and a corporate, securitization & data compliance lawyer with 18+ years experiences. He earned his bachelor of economics in Nankai University and Juris Master in Peking University. He is a senior expert of Beijing FinTech Industry Alliance and has two blockchain patent applications in the process of substantive examination. He won the first prize in "2021 China Merchants Bank Blockchain Application Innovation Competition" for his "ABS Cash Flow Tracking System" developed on Hyperledger Fabric 2.0, and was awarded as "Best Contributor to the Smart Contract Library" by FISCO BCOS Community for his "Equity Shares Book-Entry System" developed in Solidity.

12 MANAGEMENT COMPENSATION

In order for the Company to operate under the concept of DAO and to remain as a passive income entity, no remuneration will be paid to Managers or Members.

13 SECURITY OWNERSHIP OF CERTAIN SECURITYHOLDERS

In exchange of Royalty Interests and CBP's Minting Right on ArbitrumOne, the Company has issued $ 250,000 Class A Shares and $ 50,000 Class B Shares to Founding Member. Please see "Dilution" Section of this Offering Circular for detailed information in this regard.

14 DESCRIPTION OF SHARES

"Shares" refers to a Member's ownership interests and rights in the Company, which will be booked automatically on Register of Shares in form of a digital object named "Certificate of Contribution" with the following key attributes:

(1) "Shareholder" means the ownership title holder of a Share (i.e. a Member of the Company), who will be booked and indicated in form of its User Number;

(2) "Par Value" represents the subscribed contribution amount of a Share when its initial Shareholder entered into the subscription agreement, the minimum unit of which shall be 0.0001 USD;

(3) "Paid Value" represents the paid in contribution amount of a Share that actually received by the Company, the minimum unit of which shall be 0.0001 USD;

(4) "Clean Paid" represents the paid in contribution amount of a Share that has no encumbrances attached and can be freely disposed by its Shareholder, the minimum unit of which shall be 0.0001 USD;

(5) "Price of Par" refers to the per Dollar acquiring price for the unpaid Par Value of a Share, the minimum unit of which shall be 0.0001 USD;

(6) "Price of Paid" means the per Dollar acquiring price for the Paid Value of a Share, the minimum unit of which shall be 0.0001 USD;

(7) "Total Value" means the total acquiring value of a Share indicated in USD, which shall be calculated as following:

Total Value = Price of Paid * Paid Value + Price of Par * (Par Value - Paid Value)

(8) "Voting Weight" means percentage weight of each amount unit of Paid Value when calculating the voting rights of a Share, and the calculation result shall be called as "Voting Points" which shall be the basis to calculate the aggregate voting rights of a Member. The minimum unit of Voting Weight shall be one percent. Therefore, the total Voting Points of a Share shall be calculated as:

Voting Points = Voting Weight * Paid Value / 100

(9) "Distribution Weight" means percentage weight of each amount unit of Paid Value when calculating the distribution rights of a Share, and the calculation result shall be called as "Distribution Points", which shall be the basis to calculate the aggregate distribution rights of a Member for distributing profits or residual assets, or assuming loss or liabilities of the Company. The minimum unit of Distribution Weight shall be one percent. Therefore, the total Distribution Points of a Share shall be calculated as:

Distribution Points = Distribution Weight * Paid Value / 100

Please see Operating Agreement for more detailed provisions in this regard.

15 SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been no public market for our Shares, and a liquid trading market for our Shares may not develop or be sustained after the offering. Future sales of our Shares in the public markets, or the availability of such Shares for sale in the public markets, could adversely affect market prices prevailing from time to time.

On condition that the Company successfully completed all registration or exemption procedures with SEC pursuant to the relevant laws and regulations, all of the shares sold in this offering will be freely tradable on-chain, by means of Trade Mode as defined in the Operating Agreement and implemented in Smart Contracts, without restriction or further registration under the Securities Act, unless such shares are held by any of our "affiliates" as such term is defined in Rule 144 under the Securities Act.

On condition that the offering statement, of which this Offering Circular is a part, and the Form TA submitted by the Company for acting as the transfer agent of its own Shares, are both qualified by the SEC, an initial public offering will be organized on our List of Orders, the specific smart contract adopted by the Company to facilitate Verified Investors to trade Shares on ArbitrumOne.

Verified Investors may use ETH to directly acquire Offered Shares at the offering price on the List of Orders. The price of ETH in USD will be determined as per the real time ETH/USD price obtained from the reliable off chain data feeds, such like Chainlink Data Feeds, at the on-chain time when Verified Investor places the Buy Order. Upon closing, new Shares will be automatically issued to the buyer and the consideration paid in form of ETH will be received and held by the Company directly. During the entire process of the initial offering, no underwriters, brokers, dealers or other intermediaries will be involved.

Furthermore, the List of Orders also can list all Sell Orders placed by Shareholders and automatically match and close deals against the Buy Orders placed by Verified Investors. During the listing trade, no brokers, dealers or market-makers will involve. Shares will be created, altered or revoked under the automatic control of Smart Contracts, and consideration in ETH will be booked under the name of seller with his or her exclusive control.

Founding Member voluntarily locks up all Class A Shares from resale till the date of November 8, 2026, which has already been implemented and set up in the effective Shareholders Agreement.

16 WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the Offered Shares. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith.

For further information about us and the Offered Shares, we refer you to the offering statement and the exhibits and schedules filed therewith. Statements contained in this offering circular regarding the contents of any contract or other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement.

You may read and copy the said information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The domain name of this site is (https://www.sec.gov).

Additional information about ComBoox, may be found on the project's website at (https://comboox.vercel.app). However, the information on such website is not part of this offering circular and should not be relied upon in making an investment decision.

APPENDIX-I Glossary of Terms

1 "Act" means The Wyoming Limited Liability Company Act, as amended from time to time

2 "Agreement" means this decentralized autonomous organization operating agreement of the Company, which may be approved, adopted, and/or amended pursuant to this Agreement, as well as the Company's Articles of Organization.

3 "ArbitrumOne" means the Ethereum Layer-2 public blockchain network operating under the name "ArbitrumOne", which is connected to the main net of Ethereum and uses a technology called "Optimistic Rollups" to improve the scalability and efficiency of Ethereum.

4 "Backup Key" means the other account address added by a User into its ComBoox account, which may also be recognized by Registration Center to retrieve the User Number for identification purpose.

5 "Buy Orders" means the limit buy orders created and placed on the List of Orders by the Verified Investors, together with sufficient ETH paid as consideration, to purchase the offered Shares in Initial Offers or Sell Orders at a specific bid price (Price of Paid) with a specific amount (Par Value and Paid Value), in accordance with the relevant Listing Rule.

6 "CBP" or "ComBoox Points" means the ERC-20 token booked on Registration Center, the primary function of which is to act as the ComBoox Community utility token to automatically calculate, collect and transfer royalties from users of Template Contracts to the relevant intellectual properties' holder.

7 "Closed Deals" means the deals established and settled automatically via List of Orders upon placement of a Buy Order by matching and closing the Buy Order with the available Initial Offers and Sell Orders with equal or lower offer price. They will be automatically recorded as events in List of Orders.

8 "ComBoox" or "ComBoox Platform" means the company book-entry platform consisting of a core smart contract called "Registration Center" and a set of Template Contracts deployed on ArbitrumOne, which is designed for share registration and corporate statutory books-keeping, and aims to assist users to quickly establish a legal, secure, transparent and reliable smart contract system to enable the company's stakeholders to perform legal acts related to share transactions or corporate governance in a self-service mode.

9 "ComBoox Community" means the open, unincorporated, loose organization of CBP holders, whose primary function is to decide, through discussion forums and public voting, which new template smart contracts is suitable to for inclusion in the ComBoox Platform, so as to improve or expand its functionality.

10 "Contractual Transfer" means the transfer of Shares shall be carried out in accordance with an Investment Agreement that the seller and the buyer entered into previously, in which the basic transaction elements shall be set out clearly such as Paid Price, Paid Value, Class of Share, payment method, and closing deadline etc.

11 "Days" means natural days, each consisting of 24 hours.

12 "Dollar", "USD" or "$" means the legal currency of the United States.

13 "ETH" means the native utility token and crypto currency of the public block chain of ArbitrumOne and Ethereum.

14 "Expired Orders" means the Initial Offers and Sell Orders that has expired when matching any Buy Orders. They will be removed from List of Orders and be recorded as events thereon automatically.

15 "General Meeting Minutes" means the Smart Contract adopted by the Company to automatically book and maintain the public record of the proposals and voting results at General Meetings. Each proposal, proxy, vote and resolution shall only be effective and legally binding on the Company and the Members upon its registration in General Meeting Minutes.

16 "Initial Offers" means the limit sell orders created and placed on the List of Orders by the authorized issuer on behalf of the Company to issue new Shares of the relevant Class at a specific offer price (Price of Paid) with a specific amount (Par Value and Paid Value) and the available hours thereof, in accordance with the relevant Listing Rule, which shall also set forth other necessary elements of a capital increase deal, such as Voting Weight and Distribution Weight.

17 "List of Orders" means the Smart Contract adopted by the Company to book and maintain the public records of Listing Trade, which will automatically record the Initial Offers, Sell Orders, Buy Orders, as well as the closed deals concerned. Any placement, withdraw, matching, closing, and revoking of any Initial Offers, Sell Orders or Buy Orders can only be effective and legally binding to the Company, Members or Verified Investors concerned upon its book-entry in List of Orders.

18 "Listing Rule" means the rule governing the Listing Transfer of specific Class of Shares with respect to the title of issuer, Class of Shares, maximum Par Value, title of verifier, maximum quantity of Investors, ceiling price, floor price, lockup days, off listing price, Voting Weight, Distribution Weight and other attributes concerned, which shall be incorporated by a Shareholders Agreement and approved by Special Resolution.

19 "Listing Transfer" means that the transfer of Shares may be arranged by listing, i.e. the seller may place sell orders on List of Orders with its acceptable offer price and sell amount, the buyer may place buy orders on List of Orders with its acceptable bid price and buy amount, and the system will automatically match and settle the sell and buy orders according to their price and amount.

20 "Managers" means the executive officers elected by Ordinary Resolution, who have NO decision-making powers but may execute any administrative, commercial or technical matters authorized by this Agreement or approved by Ordinary Resolution.

21 "Members" means the equity owners of the Company, who may enjoy and exercise the distribution rights to the profits and residual assets in proportion to the aggregate Distribution Points of each Member and may enjoy and exercise the voting rights in proportion to the aggregate Voting Points of each Member. For the purposes of this Agreement and in most contexts relating to the Company, the term "Member" may usually be used interchangeably with the term "Shareholder".

22 "Ordinary Resolution" means a resolution passed at a General Meeting by a simple majority of the Members voting in person or by proxy on the relevant proposal, where the total number of Voting Points represented by the votes in favour of the relevant proposal is greater than the number of Voting Points represented by the votes against the relevant proposal.

23 "Prime Key" means the external account address or smart contract address used to register a User's account with ComBoox that can be recognised by Registration Center to retrieve the relevant User Number for identity verification purposes.

24 "Registration Center" means the core smart contract of ComBoox deployed on ArbitrumOne, which has the following primary functions:

(1) User Registration: to register users of ComBoox against their Prime Key;

(2) CBP book keeping: to record balance amount of CBP for each account holder;

(3) Document Registration: to register Template Contracts and their clone copies according to the contract address; and

(4) Royalty Collecting: to automatically transfer certain amount of CBP from the user to the author as royalty when the user calls certain write function of the smart contract created based on the specific Template Contract developed by the author.

25 "Register of Members" means the Smart Contract adopted by the Company to book and maintain the public records of Members and their shareholding situation. Any admission, alteration or revocation of any Member can only be effective and legally binding to the Company and Members upon its book-entry on Register of Members.

26 "Register of Shares" means the Smart Contract adopted by the Company to book and maintain the public record of Shares, i.e. the Certificate of Contribution concerned. Any creation, alteration or revocation of any Share can only be effective and legally binding to the Company and Members upon its book-entry on Register of Shares.

27 "Royalty Interests" means a type of passive (non-operational) interest that provides the right to revenues generated from the use of ComBoox's Template Smart Contracts, consisting of: (1) royalties collected automatically, as the intellectual property right holder, from the User who invokes the corresponding write function of the smart contracts cloned based on the Template Contracts; and (2) commissions collected automatically, as the owner of ComBoox Platform, by splitting the fore mentioned royalty revenues.

28 "Sell Orders" means the limit sell orders created and placed on the List of Orders by the Shareholders to transfer his or her Shares at a specific offer price (Price of Paid) with a specific amount (Par Value and Paid Value) and available hours thereof, in accordance with the relevant Listing Rule.

29 "Share" means a Member's ownership interests and rights in the Company, which will be booked automatically on Register of Shares in form of a digital object named "Certificate of Contribution".

30 "Shareholder" has the same meaning with "Member", which means the equity owners of the Company, who may enjoy and exercise the distribution rights to the profits and residual assets in proportion to the aggregate Distribution Points of each Member and may enjoy and exercise the voting rights in proportion to the aggregate Voting Points of each Member.

31 "Shareholders Agreement" means the Smart Contract adopted by the Company to record and maintain the public records of this Agreement, its amendments and any restated new edition thereof. In case there is any discrepancies between this Agreement and the effective Shareholders Agreement, the Shareholders Agreement shall prevail.

32 "Smart Contracts" means the smart contracts adopted by the Company, pursuant to Section 17-31-106 of the Supplement, to govern the operations of the Company which shall be the fundamental basis for verifying the legal documents of the Company. In the event of any conflict between the Articles and the Smart Contracts, the Smart Contracts shall prevail. In the event of any conflict between the Articles and this Agreement, the Articles shall prevail. In the event of any conflict between this Agreement and the Smart Contracts, the Smart Contracts shall prevail. Any time the Smart Contracts are changed, the Members shall cause the Articles and this Agreement to be amended accordingly. The information of Smart Contracts can be queried through the specific Smart Contract representing the legal entity of the Company called "General Keeper", whose address on ArbitrumOne is as follows: 0xd9883c47f773c1f583c9ddc0afb026d78a8738da.

33 "Special Resolution" means a resolution passed at a General Meeting by a special majority of the Members voting in person or by proxy on the relevant proposal, where the total number of Voting Points represented by the votes in favor of the relevant proposal is more than twice the number of Voting Points represented by the votes against the relevant proposal.

34 "Supplement" means The Wyoming Decentralized Autonomous Organization Supplement, as amended and in effect from time to time.

35 "Template Contracts" means the smart contracts adopted by the ComBoox Community and registered in Registration Center as templates to create clone copies for its users to deploy and use on ComBoox.

36 "Trading Mode" means the permitted transaction method and mechanism for a Share with respect to price discovery, agreement conclusion and equity closing, which shall include at least Contractual Transfer and Listing Transfer as further defined in this Section.

37 "Users" means the external account holder or the smart contract that has registered as a user with ComBoox by calling the specific function of Registration Center, each of whom is assigned a User Number that represents their unique identity against their Prime Key or Backup Key.

38 "User Number" means a User's identity number in ComBoox, which is automatically assigned by Registration Center during the registration process. Both the Prime Key and the Backup Key can be recognised by Registration Center to automatically return the corresponding User Number, which can be further used for identity verification, access control or confirmation of legal rights.

39 "Verified Investor" means the User that already has his or her identity and other relevant materials verified: (1) by the relevant service provider engaged by the Company; or (2) by Manager in person. Only Verified Investor can participate in Listing Transfer, or acquire Shares of the Company to become a Member, and Manager may revoke the qualification of Verified Investor, according to the suggestion of the relevant service provider, or at his own discretion.

OPERATING AGREEMENT

FOR

COMBOOX DAO LLC

A DECENTRALIZED AUTONOMOUS ORGANIZATION

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MEMBER OR THEIR AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.

AN INVESTMENT IN THE SHARES CARRIES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD LOSS OF HIS OR HER ENTIRE INVESTMENT IN THE SHARES. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. AS AMENDED OR THE SECURITIES LAWS OF ANY OTHER STATE. ACCORDINGLY, SHARES MAY NOT BE TRANSFERRED SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION FROM SUCH REGISTRATION.

TABLE OF CONTENTS

THIS OPERATING AGREEMENT (this "Agreement") is made, adopted and entered into effective as of May 18, 2024 (the "Effective Date"), by the members whose signatures appear at the end of this Agreement, for governing the operating of Comboox DAO LLC (the "Company"), a Wyoming limited liability company electing to be a decentralized autonomous organization.

WITNESSETH

WHEREAS, the Company was formed as a decentralized autonomous organization under the Wyoming Limited Liability Company Act (the "Act") and the Wyoming Decentralized Autonomous Organization Supplement (the "Supplement") pursuant to a CERTIFICATE OF ORGANIZATION filed by Wyoming Secretary of State on November 8, 2023 .

NOW THEREFORE, the OPERATING AGREEMENT of the Company is hereby stated in its entirety as follows:

ARTICAL 1.      Definition

1.1. "Act" means The Wyoming Limited Liability Company Act, as amended from time to time.

1.2. "Agreement" means this decentralized autonomous organization operating agreement of the Company, which may be approved, adopted, and/or amended pursuant to this Agreement, as well as the Company's Articles of Organization.

1.3. "ArbitrumOne" means the Ethereum Layer-2 public blockchain network operating under the name "ArbitrumOne", which is connected to the main net of Ethereum and uses a technology called "Optimistic Rollups" to improve the scalability and efficiency of Ethereum.

1.4. "Backup Key" means the other account address added by a User into its ComBoox User account, which may also be recognized by Registration Center to retrieve the User Number for identification purpose.

1.5. "Buy Orders" has the meaning defined in Section 4.5.4.

1.6. "CBP" or "ComBoox Points" means the ERC-20 token booked in Registration Center, the primary function of which is to act as the ComBoox Community's utility token to automatically calculate, collect and transfer royalties from Users of Template Contracts to the relevant intellectual properties' holder.

1.7. "Certificate of Contribution" has the meaning defined in Section 3.1.2.

1.8. "Clean Paid" has the meaning defined in Section 3.1.1(4).

1.9. "Closed Deals" has the meaning defined in Section 4.5.5.

1.10. "ComBoox" or "ComBoox Platform" means the company book-entry platform consisting of a core smart contract called "Registration Center" and a set of Template Contracts deployed on ArbitrumOne, which is designed for equity registration and corporate statutory books-keeping, and aims to assist users to quickly establish a legal, secure, transparent, reliable and automatic system to enable the company's stakeholders to perform legal acts related to share transactions or corporate governance in a self-service mode.

1.11. "ComBoox Community" means the open, unincorporated, loose organization of CBP holders, whose primary function is to decide, through public discussion and public voting, on whether new template contracts are suitable to be included into the ComBoox Platform as Template, so as to improve or expand the functionalities thereof.

1.12. "Contractual Transfer" has the meaning defined in Section 4.3.2.

1.13. "Creditor" has the meaning defined in Section 5.1.1.

1.14. "Days" means natural days, each consisting of 24 hours.

1.15. "Deed of Pledge" has the meaning defined in Section 5.2.2.

1.16. "Distribution Weight" has the meaning defined in Section 3.1.1(9).

1.17. "Distribution Points" has the meaning defined in Section 3.1.1(9).

1.18. "Dollar", "USD" or "$" means the legal currency of the United States.

1.19. "Due Date" has the meaning defined in Section 5.1.1.

1.20. "ETH" means the native utility token and crypto currency of the public block chain of ArbitrumOne and Ethereum.

1.21. "Expired Orders" has the meaning defined in Section 4.5.6.

1.22. "Founding Member" means the Member who set up the Company and invested Royalty Interests as his initial capital contribution in exchange for his Shares.

1.23. "General Meeting" has the meaning defined in Section 9.1.1.

1.24. "General Meeting Minutes" has the meaning defined in Section 9.6.1.

1.25. "General Keeper" has the meaning defined in Section 2.8.2.

1.26. "Initial Offers" has the meaning defined in Section 4.5.2.

1.27. "List of Orders" has the meaning defined in Section 4.5.1.

1.28. "Listing Rule" has the meaning defined in Section 4.3.5.

1.29. "Listing Transfer" has the meaning defined in Section 4.3.3.

1.30. "Manager" has the meaning defined in Section 10.4.1.

1.31. "Members" has the meaning defined in Section 8.1.1.

1.32. "Ordinary Resolution" has the meaning defined in Section 10.2.1.

1.33. "Paid Value" has the meaning defined in Section 3.1.1(3).

1.34. "Par Value" has the meaning defined in Section 3.1.1(2).

1.35. "Pledge" has the meaning defined in Section 5.1.1.

1.36. "Pledged Share" has the meaning defined in Section 5.1.1.

1.37. "Pledgor" has the meaning defined in Section 5.1.1.

1.38. "Price of Paid" has the meaning defined in Section 3.1.1(6).

1.39. "Price of Par" has the meaning defined in Section 3.1.1(5).

1.40. "Prime Key" means the external account address or smart contract address used to register a User's account with ComBoox that can be recognized by Registration Center to automatically retrieve the relevant User Number for identification purposes.

1.41. "Registration Center" means the core smart contract of ComBoox deployed on ArbitrumOne at the address as set out in Exhibit-I, which has the following primary functions:

(1) User Registration: to register users of ComBoox against their Prime Key;

(2) CBP book keeping: to record balance amount of CBP for each account holder;

(3) Document Registration: to register Template Contracts and their clone copies according to the contract address; and

(4) Royalty Collecting: to automatically transfer certain amount of CBP from the User to the copyrights' holder of the relevant Template Contracts as royalty when the User calls certain write function of the smart contracts created by cloning the Template Contracts.

1.42. "Register of Agreements" has the meaning defined in Section 4.4.1.

1.43. "Register of Constitutions" has the meaning defined in Section 13.7.1.

1.44. "Register of Directors" has the meaning defined in Section 10.5.1.

1.45. "Register of Members" has the meaning defined in Section 8.3.1.

1.46. "Register of Pledges" has the meaning defined in Section 5.2.1.

1.47. "Register of Shares" has the meaning defined in Section 3.2.1.

1.48. "Royalty Interests" means a type of passive (non-operational) interest which, invested by Founding Member as its capital contribution or acquired from other developers, provides the Company with the right to revenues generated from the use of ComBoox's Template Smart Contracts, consisting of: (1) royalties collected automatically, as the holder of the partial intellectual property right of the Template Contracts within the territory of ArbitrumOne, from the User who invokes the corresponding write function of the smart contracts concerned; and (2) commissions collected automatically, as the owner of ComBoox, from splitting the royalty revenues of all copyright holders.

1.49. "Sell Orders" has the meaning defined in Section 4.5.3.

1.50. "Share" has the meaning defined in Section 3.1.1.

1.51. "Shareholder" has the same meaning with "Member" as defined in Section 1.31.

1.52. "Shareholders Agreement" has the meaning defined in Section 2.8.4.

1.53. "Smart Contracts" has the meaning defined in Section 2.8.

1.54. "Special Resolution" has the meaning defined in Section 10.3.1.

1.55. "Subject Debt" has the meaning defined in Section 5.1.1.

1.56. "Supplement" means The Wyoming Decentralized Autonomous Organization Supplement, as amended and in effect from time to time.

1.57. "Template Contracts" means the smart contracts adopted by the ComBoox Community and registered in Registration Center as templates to create clone copies for its Users to deploy and use on ComBoox.

1.58. "Trading Mode" has the meaning defined in Section 4.3.1.

1.59. "Users" means the external account holder or the smart contract that has registered as a User with ComBoox by calling the specific function of Registration Center, each of which will be assigned a User Number that represents their unique identity against their Prime Key.

1.60. "User Number" means a User's identity number in ComBoox, which is automatically assigned by Registration Center during the registration process. Both the Prime Key and the Backup Key can be recognized by Registration Center to automatically return the corresponding User Number, which can be further used by other smart contracts for identity verification, access control or confirmation of legal rights.

1.61. "Verified Investor" means the User that already has his or her identity and other relevant materials verified: (1) by the relevant service provider engaged by the Company; or (2) by the Manager in person. Only Verified Investor can participate in Listing Transfer, or acquire Shares of the Company to become a Member, and the Manager may revoke the qualification of Verified Investor, according to the suggestion of the relevant service provider, or at his own discretion.

1.62. "Voting Weight" has the meaning defined in Section 3.1.1(8).

1.63. "Voting Points" has the meaning defined in Section 3.1.1(8).

1.64. Unless otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.

ARTICAL 2.      Formation

2.1. FORMATION. The Company was formed on November 8, 2023 in the State of Wyoming by CERTIFICATE OF ORGANIZATION filed by the Wyoming Secretary of State with assigned filing number 2023-001358375 , pursuant to the Act and the Supplement. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company shall be governed by the Act and the Supplement.

2.2. NAME. The name of the Company shall be Comboox DAO LLC .

2.3. REGISTERED OFFICE & AGENT.

2.3.1. The name and location of the registered agent is:
  Registered Agents Inc
  30 N Gould St Ste R
  Sheridan, WY 82801

2.3.2. The registered office and agent may be changed from time to time as the Members may see fit, by filing a change of registered agent or office form with the Wyoming Secretary of State. It will not be necessary to amend this provision of the operating agreement if and when such a change is made.

2.4. TERM. The Company will continue perpetually unless:

(1) decided by Special Resolution for dissolution;

(2) an event occurs which causes the Company's business to become unlawful; or

(3) any other event causes the Company's dissolution under either the Act or the Supplement.

2.5. CONTINUATION OF THE COMPANY. In the event of an occurrence described in Section 2.4, if there is at least one remaining Member, the remaining Member has the right to continue the business of the Company, unless that right to continue has been terminated. The remaining Member's successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.

2.6. BUSINESS PURPOSE.

2.6.1.The business purpose of the Company shall include:

(1) to hold the Royalty Interests invested by Founding Member as its capital contribution, or copyrights of other Template Contracts acquired by the Company from time to time;

(2) to collect the Template Contracts' royalty and the platform's commission of ComBoox within the territory of ArbitrumOne in form of CBP as general income;

(3) to mint and/or transfer CBP directly or indirectly to potential users so as to facilitate them to use the Template Contracts adopted by and registered in ComBoox;

(4) to purchase the copyright of other Template Contracts newly adopted by ComBoox for the territory of ArbitrumOne;

(5) to purchase online or offline advertising services, promotion services, code audit services or other services to promote ComBoox Platform; and

(6) to purchase necessary accounting services, auditing services, legal services, registration agent services or other necessary professional services to make the Company, as well as ComBoox Platform, be able to operate and develop in compliance with the governing laws and regulations.

2.6.2. In addition to the above, the Company may conduct any and all lawful business appropriate in carrying out the Company's objectives, as permitted under Section 17-29-104 of the Act and Section 17-31-105 of the Supplement.

2.7. PRINCIPAL PLACE OF BUSINESS. Although the principal place of business has been stated in the Company's formation documents, however, as an on-chain company, its business decisions, corporate governance records, assets, revenues, payments, as well as operational legal acts will all be booked, maintained, arranged or conducted on-chain in a way of decentralization. Therefore, the Company actually does not and will not need to operate its business in any physical places.

2.8. UNDERLYING SMART CONTRACTS.

2.8.1. "Underlying Smart Contracts" or "Smart Contracts" means the set of smart contracts adopted by the Company, from time to time, for automatically registering the equity shares of the Company and keeping records of corporate governance thereof, which shall be created and deployed by cloning Template Contracts.

2.8.2. "General Keeper" is the core Smart Contract that represents the legal entity of the Company to hold crypto assets, to receive revenue incurred from Royalty Interests, to elect or impeach any Managers, to make payments, and to conduct any legal acts on behalf of the Company on ArbitrumOne. Therefore, contract address of General Keeper shall be specified as the "public available identifier" in the Articles in accordance with Section 17-31-106(b) of the Supplement.

2.8.3. In the event that Members intend to replace General Keeper with other smart contract deployed at different address, such address will be set out in the deprecated General Keeper's events as a special reference, so that the original General Keeper's address will still be used as the public available identifier of the Company without updating the Articles.

2.8.4. "Shareholders Agreement" is the constitutional Smart Contract that defines all rules and terms for equity registration and corporate governance of the Company, which will be queried by other Smart Contracts for retrieving specific rules or terms in runtime so as to automatically control the conditions and procedures of legal acts of the Company. It shall be deemed as and construed into an amendment to this Agreement. Detailed provisions in regard of the relationship between Shareholders Agreement and this Agreement are set forth in Section 13.6.1.

2.8.5. The Members acknowledge and agree that, pursuant to Section 17-31-106 of the Supplement, the Underlying Smart Contracts govern the operations of the Company. In the event of any conflict or discrepancies between the Articles and any of the Underlying Smart Contracts, the Smart Contract shall prevail. In the event of any conflict or discrepancies between the Articles and this Agreement, the Articles shall prevail. In the event of any conflict or discrepancies between this Agreement and any of the Underlying Smart Contracts, the Smart Contract shall prevail.

2.8.6. The address of Smart Contracts are set forth in Exhibit-I, which will be updated when Members replace one or more Smart Contracts by Special Resolution. It will not be necessary to update or revise any provisions of this Agreement if and when such a change is made.

ARTICAL 3.      Shares

3.1. SHARES.

3.1.1. "Share" means a Member's ownership interests and rights in the Company, which will be booked automatically in Register of Shares in form of a digital object called "Certificate of Contribution" with the following key attributes:

(1) "Shareholder" means the ownership title holder of a Share (i.e. a Member of the Company), who will be booked and indicated in form of its User Number;

(2) "Par Value" represents the subscribed contribution amount of a Share when its initial Shareholder entered into the subscription agreement, the minimum unit of which shall be 0.0001 USD;

(3) "Paid Value" represents the paid-up contribution amount of a Share that actually received by the Company, the minimum unit of which shall be 0.0001 USD;

(4) "Clean Paid" represents the paid-up contribution amount of a Share that has no encumbrances attached and can be freely disposed by its Shareholder, the minimum unit of which shall be 0.0001 USD;

(5) "Price of Par" refers to the per Dollar acquiring price for the Par Value of a Share, the minimum unit of which shall be 0.0001 USD;

(6) "Price of Paid" means the per Dollar acquiring price for the Paid Value of a Share, the minimum unit of which shall be 0.0001 USD;

(7) "Total Value" means the total acquiring value of a Share indicated in USD, which shall be calculated as following:

Total Value = Price of Paid * Paid Value + Price of Par * (Par Value - Paid Value)

(8) "Voting Weight" means percentage weight of each amount unit of Paid Value when calculating the voting rights of a Share, and the calculation result shall be called as "Voting Points" which shall be the basis to calculate the aggregate voting rights of a Member. The minimum unit of Voting Weight shall be one percent. Therefore, the total Voting Points of a Share shall be calculated as:

Voting Points = Voting Weight * Paid Value / 100

(9) "Distribution Weight" means percentage weight of each amount unit of Paid Value when calculating the distribution rights of a Share, and the calculation result shall be called as "Distribution Points", which shall be the basis to calculate the aggregate distribution rights of a Member for distributing profits or residual assets, or assuming loss or liabilities of the Company. The minimum unit of Distribution Weight shall be one percent. Therefore, the total Distribution Points of a Share shall be calculated as:

Distribution Points = Distribution Weight * Paid Value / 100

3.1.2. "Certificate of Contribution" means the digital object acting as the conclusive evidence of a Share booked in Register of Shares, which will be automatically created and issued to the buyer upon closing of capital increase deals or Share transfer deals, and will be updated by decreasing the amount of Par Value and/or Paid Value upon closing of a share transfer deal. When a Share is transferred to other party with its full amount, the Certificate of Contribution concerned will be removed from Register of Shares automatically.

3.2. REGISTER OF SHARES.

3.2.1. "Register of Shares" means the Smart Contract adopted by the Company to automatically book and maintain the public record of Shares, i.e. the Certificate of Contribution concerned. Any creation, alteration or revocation of any Share can only be effective and legally binding to the Company and Members upon its entry into Register of Shares, the contract address of which is set out in Exhibit-I.

3.2.2. Upon closing of a Share transaction, no matter it is a capital increase deal or a share transfer deal, a new Certificate of Contribution will be automatically created and issued to the buyer in Register of Shares.

3.2.3. When a Shareholder pays in capital contribution for the called-up Par Value of a Share, the Paid Value of the relevant Certificate of Contribution will be automatically increased by the same amount.

3.2.4. When a Shareholder transfers his or her Share, the relevant Certificate of Contribution will be automatically updated with its Par Value and Paid Value being reduced by the same amount.

3.2.5. Once the full amount of Par Value of a Share is sold out, the relevant Certificate of Contribution will be automatically removed from Register of Shares.

3.2.6. The information stored in Register of Shares is publicly accessible to all of the world. Everybody can check and read the Certificate of Contribution booked in Register of Shares.

3.2.7. Register of Shares will not be deleted from ArbitrumOne even after the termination of the Company.

ARTICAL 4.      Trade of Shares

4.1. SHARE TRANSFER.

4.1.1. Shares can only be transferred or traded by means of Trading Mode as specified in this Agreement and implemented by Template Contracts of ComBoox.

4.1.2. Shareholders may transfer their Shares among each other freely.

4.1.3. Subject to the requirements on Verified Investor set out in Section 4.2, Shareholders may transfer their Shares to external Verified Investors freely.

4.1.4. Share transfers are not subject to any approval of other Members or General Meeting, however, in case it is arranged in the way of Contractual Transfer, the relevant Investment Agreement shall still need to be submitted to General Meeting for records purpose.

4.1.5. No first refusal rights, drag along, tag along, or any other similar special Shareholders' rights are set on any Shares.

4.2. REQUIREMENTS ON INVESTOR.

4.2.1. If any buyer intends to purchase Shares to become a Member of the Company, he or she shall satisfy the following requirements:

(1) the buyer shall be a registered User of ComBoox;

(2) the buyer shall have its identity verified:

a. by the identification service provider engaged by the Company as per Section 8.1.4; or

b. by Manger;

(3) the buyer shall honestly disclose the affiliation relationship with any existing Members by identifying the User Number of such Member's representative of group in the relevant attribute field:

a. in the application form for Verified Investor;

b. in the relevant deals in the Investment Agreement; and

c. in the relevant Buy Orders to be placed on List of Orders.

4.2.2. If any Shareholder intends to transfer his or her Shares, by means of Contractual Transfer, to any party other than a Member, the seller shall be responsible to procure such potential buyer to satisfy the requirements stipulated in the above Section 4.2.1(2).

4.2.3. Manager shall exercise reasonable commercial efforts to ensure Verified Investors satisfying the requirements stipulated in the above Section 4.2.1(2).

4.3. TRADING MODE.

4.3.1. "Trading Mode" means the permitted transaction method and mechanism for a Share with respect to price discovery, agreement conclusion and equity closing, which shall include at least Contractual Transfer and Listing Transfer as further defined in this Section.

4.3.2. "Contractual Transfer" means the transfer mode of Shares which shall be carried out in accordance with an Investment Agreement that the seller and the buyer entered into previously, in which the basic transaction elements shall be set out clearly such as Paid Price, Paid Value, Class of Share, payment method, and closing deadline etc.

4.3.3. "Listing Transfer" means that the transfer mode of Shares which shall be arranged by listing, i.e. the seller may place Sell Orders on List of Orders with its acceptable offer price and sell amount, the buyer may place Buy Orders with its acceptable bid price and buy amount, and the system will automatically match and settle the sell and buy orders according to their price and amount.

4.3.4. Subject to any requirements of applicable laws and regulations, Shares approved by Members for trading by "Listing Transfer" may also be transferred by "Contractual Transfer". The Listing Transfer attributes may only be allocated to a particular Class of Shares in accordance with a Listing Rule of the effective Shareholders' Agreement.

4.3.5. "Listing Rule" means the rule governing the Listing Transfer of specific Class of Shares with respect to the title of issuer, Class of Shares, maximum Par Value, title of verifier, maximum quantity of Investors, ceiling price, floor price, lockup days, off listing price, Voting Weight, Distribution Weight and other attributes concerned, which shall be incorporated in a Shareholders Agreement and approved by Special Resolution.

4.4. REGISTER OF AGREEMENTS.

4.4.1. "Register of Agreements" means the Smart Contract adopted by the Company to automatically book and maintain the public records of Investment Agreements, which shall set forth the address, status, transaction type and detailed arrangements, parties, procedural schedules for exercising special rights, so as to enable users or smart contracts to check and retrieve, execute or terminate the relevant Investment Agreements. Any creation, modification, execution, performance or termination of any Investment Agreements shall only be effective and legally binding for the Company, Members or parties concerned upon its entry into Register of Agreements, the contract address of which is set out in Exhibit-I.

4.4.2. "Investment Agreement" means the clone copy created by the relevant parties based on the Template Contract of Investment Agreement to define the deals for capital increase or Share transfer, which shall set forth the primary elements of deals with respect to the seller, the buyer, the attributes of the subject Share (such like Class, sequence number, Price of Par, Price of Paid, Par Value, Paid Value, Voting Weight and Distribution Weight), as well as the deal's closing deadline. Investment Agreement shall be deemed as and construed into the conclusive evidence of the relevant deals. Any establishment, effectiveness, performance and termination of the legal relationship of sales and purchase shall be determined by the on-chain state and records of the Investment Agreement concerned.

4.4.3. Upon signing by any sellers on an Investment Agreement, the subject Shares' Clean Paid will be automatically reduced by the relevant amount as per the deals concerned. In the event any of the deals concerned fails to be closed after the relevant closing dead line, the seller may request to terminate the deal so as to recover the Clean Paid of the subject Shares back to its original level.

4.4.4. Upon closing of any deals of an Investment Agreement, a new Certificate of Contribution will be created and issued to the buyer in Register of Shares, and the subject Share's Certificate of Contribution will be reduced by the relevant amount of Par Value and Paid Value or be removed entirely if no amount left.

4.4.5. The information stored in Register of Agreements is publicly accessible to all of the world. Everybody can check and read the Investment Agreements booked in Register of Agreements.

4.4.6. Register of Agreements will not be deleted from ArbitrumOne even after the termination of the Company.

4.5. LIST OF ORDERS.

4.5.1. "List of Orders" means the Smart Contract adopted by the Company to book and maintain the public records of Listing Trade, which will automatically record the Initial Offers, Sell Orders, Buy Orders, as well as the closed deals concerned. Any placing, withdraw, matching, closing, and revocation of any Initial Offers, Sell Orders or Buy Orders can only be effective and legally binding on the Company, Members or Verified Investors concerned upon its entry into List of Orders, the contract address of which is set out in Exhibit-I.

4.5.2. "Initial Offers" means the limit sell orders created and placed on the List of Orders by the authorized issuer on behalf of the Company to issue new Shares of the relevant Class at a specific offer price (Price of Paid) with a specific amount (Par Value and Paid Value) and the available hours thereof, in accordance with the relevant Listing Rule, which shall also set forth other necessary elements of a capital increase deal, such as Voting Weight and Distribution Weight.

4.5.3. "Sell Orders" means the limit sell orders created and placed on the List of Orders by the Shareholders to transfer their Shares at a specific offer price (Price of Paid) with a specific amount (Par Value and Paid Value) and available hours thereof, in accordance with the relevant Listing Rule.

4.5.4. "Buy Orders" means the limit buy orders created and placed on the List of Orders by the Verified Investors, together with sufficient ETH paid as consideration, to purchase the offered Shares in Initial Offers or Sell Orders at a specific bid price (Price of Paid) with a specific amount (Paid Value), in accordance with the relevant Listing Rule.

4.5.5. "Closed Deals" means the deals established and settled automatically via List of Orders upon the placement of a Buy Order by matching and closing the Buy Order with the available Initial Offers or Sell Orders with equal or lower offer price, which will be automatically recorded as events in List of Orders.

4.5.6. "Expired Orders" means the Initial Offers or Sell Orders that has been expired when matching any Buy Orders. They will be removed from List of Orders and be recorded as events thereon automatically.

4.5.7. Upon settlement of any Closed Deals, the subject Shares will be automatically issued or transferred to the buyer, and the consideration in ETH will be automatically booked in General Keeper under the name and exclusive control of the sellers or the Company. As for the balance amount of ETH left in the Buy Order, it will be booked in General Keeper under the name and exclusive control of the buyer, and will be recorded as events in List of Orders as well.

4.5.8. The information stored in List of Orders is publicly accessible to all of the world. Everybody can check and read the Orders, Deals and events booked in List of Orders.

4.5.9. List of Orders will not be deleted from ArbitrumOne even after the termination of the Company.

ARTICAL 5.      Pledge of Shares

5.1. SHARE PLEDGE.

5.1.1. "Pledge" means the security right created by a Shareholder (the "Pledgor") on its Share (the "Pledged Share") in order to guarantee a specific debt (the "Subject Debt") within a certain amount (the "Guaranteed Amount") in favor of the creditor concerned (the "Creditor"). In the event that the relevant debt is not repaid in full on or before its due date (the "Due Date"), the Creditor may enforce the Pledge, within the available guarantee period, by receiving the relevant amount of Par Value (the "Pledged Par Value") and Paid Value (the "Pledged Paid Value") of the Pledged Share as compensation.

5.1.2. A Pledge shall only be validly created and binding on the Company and the Members if the following conditions are satisfied:

(1) a Deed of Pledge has been created and registered in Register of Pledge;

(2) the Creditor has been approved as a Verified Investor;

(3) the Subject Share has sufficient Clean Paid to cover the Pledged Paid Value of the Pledge; and

(4) the Subject Debt is not due when creating the Pledge.

5.1.3. The Creditor of a Pledge may transfer the Subject Debt together with the Pledge to other Users, provided that the buyer has already been approved as a Verified Investor.

5.1.4. If the Creditor confirms that the Subject Debt has been partially repaid by a certain amount, the attached Pledge will be automatically released proportionately. If the Subject Debt is confirmed by the Creditor having been fully repaid, the Pledge concerned will be automatically released in full and the relevant Deed of Pledge will be removed from Register of Pledges.

5.1.5. Before expiration of a Pledge, the Pledgor may extend the Number Of Guarantee Days at its full discretion.

5.1.6. The creation, transfer, alteration or extension of any Pledges are NOT subject to any approval of other Members or the Company. All relevant legal acts can be carried out on ArbitrumOne without execution any paper documents off-chain.

5.2. REGISTER OF PLEDGES.

5.2.1. "Register of Pledges" means the Smart Contract adopted by the Company to automatically book and maintain the public record of Pledges. Any creation, transfer, alteration or revocation of any Deed of Pledge can only be effective and legally binding to the Company and Members upon its entry into Register of Pledges, the contract address of which is set out in Exhibit-I.

5.2.2. "Deed of Pledge" means the digital object acting as the conclusive evidence of a Pledge, which will be automatically created and registered in Register of Pledges when the Pledgor sets up a Pledge on the Pledged Share concerned. It shall set forth the following basic elements of the Pledge:

(1) the Sequence Number of the Pledged Share;

(2) the User Number of the Creditor, Pledgor, and Debtor;

(3) the Due Date, and Guaranteed Amount of the Subject Debt; and

(4) the Sequence Number, Pledged Paid Value, Pledged Par Value, Issue Date and Number of Guarantee Days of the Pledge.

5.2.3.When the Creditor confirms a repayment of the Subject Debt, the relevant Pledge will be automatically updated by reducing its Pledged Par Value and Pledged Paid Value proportional to the repaid ratio of the Guaranteed Amount.

5.2.4.The Creditor may transfer the Pledge to any other Verified Investor, upon which the Creditor indicated in the Deed of Pledge will be automatically revised into the buyer.

5.2.5.Before expiration of a Pledge, the Pledgor may extend the valid period thereof by increasing the Guarantee Days concerned, upon which the Deed of Pledge will be updated automatically to reflect such extension.

5.2.6.Once the Subject Debt is confirmed by the Creditor having been fully repaid, the relevant Deed of Pledge will be automatically removed from Register of Pledges.

5.2.7.The information stored in Register of Pledges is publicly accessible to all of the world. Everybody can check and read the Deed of Pledge booked in Register of Pledges.

5.2.8.Register of Pledges will not be deleted from ArbitrumOne even after the termination of the Company.

ARTICAL 6.      Capital Contributions, Assets, and Liabilities

6.1. INITIAL CONTRIBUTIONS.

6.1.1. As of Effective Date, Founding Member has contributed to the Company the following intangible assets in exchange for his Shares as set out in Section 6.1.2:

(1) partial copyright of the Template Contracts developed by Founding Member within the territory of ArbitrumOne, so that the Company may collect royalty on those Template Contracts in form of CBP as general income;

(2) owner's right to Registration Center, so that the Company may collect platform commission of ComBoox in form of CBP as general income;

(3) mint rights of CBP within the territory of ArbirumOne, so that the Company may adjust total supply of CBP; and

(4) owner's right to the Smart Contract called "Fuel Tank", so that the Company may:

a. set the Fuel Tank's selling price of CBP in ETH; and

b. pick up selling revenue of CBP in ETH from Fuel Tank.

6.1.2. In exchange of the assets contributed to the Company described in Section 6.1.1, Founding Member received the following Shares:

6.2. ADDITIONAL CONTRIBUTIONS.

6.2.1. No Member is obligated to make any additional contribution to the Company beyond their initial contribution.

6.2.2. Members may, from time to time, approve Investment Agreements containing capital increase deals, by Special Resolution, so as to decide:

(1) the amount of the increasing capital of the Company;

(2) the Price of Paid, Voting Weight, Distribution Weight, and other classified attributes of the new Shares or new Classes to be issued; and

(3) the subscriber, the pay in deadline, the closing deadline, and other conditions of the deals concerned.

6.2.3. Members may, by Special Resolution, add one or more Listing Rules to the Shareholders Agreement, so as to:

(1) authorize Manager to issue certain amount of new Shares by way of listing in order to increase the capital of the Company;

(2) approve the Voting Weight, Distribution Weight, and other classified attributes of the new Shares to be issued by way of listing; and

(3) approve the ceiling and floor offering price, the off listing price, the max number of investors, the lock-up days and other conditions for offering or trading Shares by way of listing.

6.2.4. Members may use the following assets or services to make capital contributions to the Company:

(1) cryptocurrencies other than CBP (like ETH) that the Company may effectively hold, control, dispose and exchange for other assets via General Keeper;

(2) copyright of other Template Contracts; or

(3) professional services that is necessary for the Company, and can produce material work outcomes like audit reports or investigation reports.

6.2.5. All capital contributions shall be valued and denominated in USD, the amount of which shall be specified in the relevant Certificate of Contribution as Paid Value. Value of the contribution shall be determined by the following method as per their different type:

(1) value of cryptocurrencies shall be calculated by multiplying their amount by the USD price of the relevant currency at the time of delivery, which shall be automatically retrieved from one or more reliable price information providers such as Chainlink Price Feeds; and

(2) value of copyrights or professional services shall be determined by a prior approval of Ordinary Resolution.

6.2.6. The method and mechanism for determining the contribution value set out in Section 6.2.5, shall be deemed as and construed to be a conclusive process. Once the value of a capital contribution is confirmed on its Certificate of Contribution as Paid Value, it cannot and shall not be altered any more. Members agree and undertake that, the subscription or acquisition of Shares in the Company is an acknowledgement of all their historical contributions and therefore no Member shall challenge the adequacy of any paid-in contributions of any other Member.

6.3. FAILURE TO CONTRIBUTE. All capital contributions must be made upon or before the issue of the relevant Certificate of Contribution and therefore no called up Par Value exists for any Shares.

6.4. RETURN OF CAPITAL CONTRIBUTIONS.

6.4.1.The Members agree that if the Company does not have sufficient assets to repay the capital contributions, the Members shall have no recourse against the Company or the other Members. As an exception to the foregoing, recourse does exist if a Member owes an outstanding debt to the Company.

6.4.2.Pursuant to Section 17-25-107 of the Supplement, Members are only entitled to demand and receive Shares of the Company in exchange for their capital contributions, regardless of the form or nature of the Member's actual capital contribution(s).

6.5. ASSETS. Members agree that the Company shall only hold by General Keeper on ArbitrumOne the following types of on-chain assets:

(1) CBP and ETH;

(2) copyright of Template Contracts for collecting royalties in form of CBP;

(3) owner's right to ComBoox for collecting platform commission splitting from royalties in form of CBP;

(4) mint right of CBP for adjusting total supply thereof;

(5) owner's right to Fuel Tank, or other similar smart contracts, to sell CBP; and

(6) any other assets, approved by Ordinary Resolutions, that can be held, disposed, and exchanged for other assets by General Keeper.

6.6. LIABILITIES. The Company shall not borrow any loan or enter into any contracts which may result in the Company incurring any liabilities. To the extent permitted by law, the Company has no obligation to repurchase any CBP minted or transferred to any party.

ARTICAL 7.      Profits, Losses and Distribution

7.1. PROFITS/LOSSES. For accounting and tax purposes, the net profits or net losses of the Company will be determined annually. Pursuant to Section 17-25-110 of the Supplement, and as provided in Section (8)12.3 below, profits and losses will be allocated to the Members in proportion to each Member's aggregate Distribution Points in the Company and in accordance with Treasury Regulation 1.704-1.

7.2. DISTRIBUTIONS.

7.2.1. Members may determine to distribute available assets annually, provided that the distribution proposal has been approved by Ordinary Resolution, and further provided that there are sufficient assets remaining to cover the total liabilities of the Company.

7.2.2. Distribution will be made proportionately to each Member's Distribution Points by depositing a certain amount of ETH into the specific account allocated to that Member in General Keeper. Thereafter, each Member may pick up its ETH deposits from General Keeper at its own discretion and without interests.

7.3 NO INTEREST.

7.3.1. Distributions made to Members will be initially stored in General Keeper under the specific account assigned to each Member.

7.3.2. If a buyer intends to close a Share transfer deal by paying the consideration directly in ETH, the consideration will initially be stored in General Keeper under the specific account assigned to the seller, and the balance amount (if any) will simultaneously be stored in the account assigned to the buyer.

7.3.3. No interests will be paid on ETH stored in General Keeper.

7.3.4.Members or sellers who have their ETH stored in General Keeper may pick up their deposits at any time by triggering the specific API of General Keeper freely.

ARTICAL 8.      Members

8.1. MEMBERS.

8.1.1. "Members" means the equity owners of the Company, who may enjoy and exercise the distribution rights to the profits and residual assets in proportion to the aggregate Distribution Points of each Member and may enjoy and exercise the voting rights in proportion to the aggregate Voting Points of each Member. For the purposes of this Agreement and in most contexts relating to the Company, the term "Member" may usually be used interchangeably with the term "Shareholder".

8.1.2. Only registered Users of ComBoox may purchase Shares of the Company and thus become Members. The User Number is the only identifying information of a Member that is automatically kept and updated in Register of Members.

8.1.3. Once a User obtained a Certificate of Contribution in exchange for a capital contribution, he or she will automatically become a Member of the Company.

8.1.4. In order to comply with the legal requirements of Know Your Client, Anti-Money Laundering, and other similar requirements about identity verification requirements, Members agree that the Company may engage one or more third party service providers to check, verify, validate, timely renew and store the identity information of Members and such providers may be requested to provide real time confirmation on chain or on line of the identity information against the Prime Key / Backup Key of the Member concerned. In case such service providers charge any service fees, such fees shall be borne and paid by the Members.

8.1.5. There is no limit to the total number of Members.

8.1.6. A Member can purchase and hold one or more Shares of one or more Classes. The Voting Points or Distribution Points of different Classes of Shares shall be calculated on an aggregate basis to determine a Member's voting weight or distribution weight.

8.1.7. As long as a Member loses its last Certificate of Contribution as a result of a Share transfer, he or she will automatically loose the legal identity as a Member of the Company.

8.2. MEMBERS DUTIES AND LIABILITY.

8.2.1. To the extent permitted by Section 17-29-304 of the Act, no Member shall be personally liable for the obligations of the Company. Pursuant to Section 17-29-407 of the Act, Members may participate in the control, management, direction, or operation of the affairs of the Company pursuant to this Agreement and under the automatic control of Smart Contracts.

8.2.2. Pursuant to Section 17-31-110 of the Supplement, no Member has any fiduciary duty to the Company or to any other Member. Unless otherwise agreed among the Members, no Member has any duty to act. Any attempt to grant special rights to one or more Members, must adhere to the underlying Smart Contracts.

8.3. REGISTER OF MEMBERS.

8.3.1. "Register of Members" means the Smart Contract adopted by the Company to automatically book and maintain the public records of Members and their shareholding. Any admission, alteration or revocation of any Member shall only be effective and legally binding on the Company and Members upon its entry into Register of Members, the contract address of which is set out in Exhibit-I.

8.3.2. Once a User obtains its first Certificate of Contribution it will be automatically included and booked into Register of Members. Once a Member loses its last Certificate of Contribution, it will be removed from Register of Members accordingly.

8.3.3. When a Member pays in capital contribution for called-up Par Value of a Share, the records of the Member in Register of Members will be automatically updated by increasing the amount of Paid Value against the payment.

8.3.4. When a Member transfers its Share, the records of the Member in Register of Members will be updated automatically by decreasing the sold out amount of Par Value and Paid Value upon closing.

8.3.5. The information stored in Register of Members is publicly accessible to all of the world. Everybody can check and read the Members' User Number and their shareholding situation booked and maintained in Register of Members.

8.3.6. Register of Members will not be deleted from ArbitrumOne even after the termination of the Company.

ARTICAL 9.      General Meeting

9.1. GENERAL MEETING.

9.1.1. "General Meeting" means the ONLY decision making authority of the Company which consists of all Members. All legal acts made on behalf of the Company shall be subject to a prior approval of General Meeting either by Ordinary Resolution or by Special Resolution.

9.1.2. RECORDS. The Company will NOT convene on-sight meeting, real time video or audio meeting. All motions will be created, proposed, voted and recorded in a Smart Contract called "General Meeting Minutes". A discussion or debates concerning the subject matters may be organized on public forum online, if the proposer or any Member thinks proper.

9.1.3. IDENTIFIER OF CONTENTS. Each motion shall have a unique identifier appointing to its contents and be recorded in General Meeting Minutes, which could be:

(1) the contract address of the subject Investment Agreement or Shareholders Agreement to be reviewed and approved by voting;

(2) the sequence number of the subject position to be elected by voting;

(3) the hash value generated via keccat-256 with source data of on-chain actions of the Company to be made via General Keeper to:

a. transfer ETH, CBP or other cryptocurrencies to other account;

b. distribute certain amount of ETH held by the Company to Members in proportion to each Member's Distribution Points; or

c. make other on-chain actions for other purposes, the key elements of which can be represented and consisting of target contracts' address to be called, ETH value to be carried with such call, and the payload data of the call indicating the target function's selector as well as the input parameters' value concerned.

9.1.4. QUORUM. A resolution can be legally effective and have binding force upon the Company and Members only if the aggregate Voting Points represented by the Members who voted on the subject motion, in person or through proxy, is equal or greater than 30% of the total Voting Points of all outstanding Shares in the Company.

9.1.5. When voting on a motion, Members may choose one of the following three options: "for", "against" or "abstain". The Voting Points of "abstain" shall be counted in when calculating quorum of a vote. Subject to the provisions of Section 9.1.4, if a motion received more Voting Points of "for" than "against", it shall be deemed to be supported by simple majority. If the Voting Points of "for" received by a motion is more than twice of "against", it shall be deemed to be supported by a special majority.

9.1.6. The voting result of a motion shall be calculated based on the number of Voting Points it received, i.e. the aggregate Voting Points represented by the Members who voted on the subject motion, in person or through proxy. A Member's Voting Points shall be the total number of Voting Points of all Shares owned by such Member on the specific registration date of the subject motion.

9.1.7. The registration date shall be earlier or equal to the start time of the voting period, and only Members can participate in a vote. Therefore, if a Member transferred its Share before the registration date, the Voting Points of the transferred Share will not be counted under the name of the seller, but will be counted under the name of the buyer instead. If a Member obtained any Share after the registration date, the Voting Points of such Share will not be counted under the name of such Member, but will be counted under the name of the seller (provided that the seller still holds any Shares to be qualified to cast vote), or will lose the opportunity to be counted (if the seller has no Shares in hand during the voting period concerned).

9.1.8. For proposals to approve any Investment Agreement or Shareholders Agreement, the signing parties of the subject agreements will be deemed as consent to the proposal concerned, therefore, all Voting Points held by the parties on the registration date will be counted as vote in favor of the proposal.

9.1. DELEGATE AND PROXY.

9.2.1. Any Member may appoint another Member as their proxy to cast a vote on their behalf in relation to a proposal. Within the same voting process for a motion, a Member can only appoint one proxy to represent them. In addition, a delegate representing either an individual or an organization shall be entitled to exercise the same voting power as the principal itself.

9.2.2. A Member can solicit proxies from other Members so as to collect sufficient Voting Points to make a proposal. A proxy established in the proposal stage will remain effective till the vote casting stage. This means the proxy who made the proposal will continue to represent its principals and cast votes for the proposal.

9.2.3. A proxy of other principals may further entrust another Member as their common proxy. In this case, the entrusted proxy will be able to represent the aggregate Voting Points of the former proxy and its principals collectively.

9.3. PROPOSAL RIGHTS OF MOTIONS.

9.3.1. Any Member who has entered into an Investment Agreement or Shareholders Agreement may submit the smart contract address of the relevant agreement to General Meeting as a proposal for the purpose of seeking approval or for inclusion in the records.

9.3.2. The Member authorized by the Shareholders Agreement to nominate a candidate for the position of Manager may submit a nomination with the candidate's User Number to the General Meeting as a proposal for commencing an election to vote for the position of Manager. Once the inauguration has taken place, the nominating Member may also submit a motion for the removal of the Manager from their position to the General Meeting for the commencement of an impeachment vote.

9.3.3. In addition to the above, a motion may be proposed to General Meeting for review and voting purpose only if it is proposed by Members holding at least 10% of total Voting Points of the outstanding Shares in the Company.

9.4. NO NOTIFICATION. As all corporate governance records of the Company are publicly available and automatically maintained on ArbitrumOne in a decentralized mode, Members shall be responsible for taking effective measures to continuously monitor the updates of General Meeting Minutes, as well as the timetable of each proposal concerning the review period, registration date, and voting period thereof. Neither the Company nor any Members have obligation or duties to notify any Member for execute legal rights or taking legal acts on any motions or proposals. Although the Company will construct a public UI of ComBoox on its main page so as to facilitate Members to conduct their legal rights, however, Members are advised not to rely solely on such UI or Web App for monitoring or executing any legal rights.

9.5. REGISTRATION DATE AND VOTING PERIOD. Registration date of a proposal for voting in General Meeting will be scheduled on the 15th day after the proposal date of the motion concerned. The voting period of such proposal shall be commenced on the registration date and shall be terminated three days thereafter.

9.6. GENERAL MEETINGS MINUTES.

9.6.1. "General Meeting Minutes" means the Smart Contract adopted by the Company to automatically book and maintain the public record of the motions and voting results at General Meetings. Each proposal, proxy, vote and resolution shall only be legally effective and have binding forces on the Company and the Members upon its entry into General Meeting Minutes, the contract address of which is set out in Exhibit-I.

9.6.2. Once a motion is created, it will be simultaneously included into General Meeting Minutes. Upon the motion's proposal, a specific timetable will be automatically created, in accordance with the voting rule adopted, so as to be used as a reference to monitor the time requirements for each step of the General Meeting procedure.

9.6.3. Each ballot cast will be automatically recorded in General Meeting Minutes. This will include the User Number of the voter, total number of Voting Points represented, total number of Members delegated by the voter, and the specific attitude of the vote.

9.6.4. The information stored in Genera Meeting Minutes is publicly accessible to all of the world. Everybody can check and read the information on motions, proposals, votes, resolutions, and the execution results of the resolutions booked and maintained in General Meeting Minutes.

9.6.5. General Meeting Minutes will not be deleted from ArbitrumOne even after the termination of the Company.

9.7. SELF-DEALING. Unless entered into in bad faith, no contract or transaction between the Company and one or more of its Members, Managers or officers, or between the Company and any other entity or organization in which one or more of its Members, Managers, or officers have a financial interest or are owners, managers, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, Managers or officer was present or participated in the authorization of such contract or transaction. No Member, Manager, or officer interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company or any Member for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes circumstantial evidence that such transaction is permitted under this section.

9.8. PERMITTED TRANSACTIONS. Each Member, and their respective affiliates and other related parties, shall be free to engage in any activity on their own or by the means of any entity so long as neither the Member or their respective affiliates and other related parties refrains from engaging in bad faith in dealing with the Company.

9.9. INFORMATION. Pursuant to Section 17-31-112 of the Act, due to all equity transaction records and corporate governance records are available on ArbitrumOne, Members have no right to separately inspect or copy records of the Company and the Company is not obligated to furnish any records to requesting Members.

ARTICAL 10.      Management

10.1. MANAGEMENT OF THE BUSINESS. Pursuant to Section 17-29-407 of the Act and Section 17-31-109 of the Supplement, and as stated in its Articles, the Company's day to day affairs are managed by the Members. The Members are responsible for the daily operations of the business.

10.2. ORDINARY RESOLUTION.

10.2.1. "Ordinary Resolution" means a resolution passed at a General Meeting by a simple majority of the Members voting in person or by proxy on the relevant motion, where the total number of Voting Points represented by the votes in favour of the relevant motion is greater than the number of Voting Points represented by the votes against the relevant motion.

10.2.2. The following matters shall be determined or approved by an Ordinary Resolution of General Meeting:

(1) to elect, replace or impeach Manager;

(2) to approve any budget for purchase copyrights, services or assets for the Company;

(3) to authorize a specific User to make payment on behalf of the Company by triggering the specific API of General Keeper to transfer certain amount of ETH or CBP from General Keeper to a specific account;

(4) to authorize a specific User to take actions on behalf of the Company by triggering the specific API of General Keeper to call the specific smart contracts with predefined payload and/or ETH attached; or

(5) to authorize a specific User to distribute assets of the Company by triggering the specific API of General Keeper to allocate certain amount of ETH to each Member's internal account kept in General Keeper in proportion to each Member's Distribution Points.

10.3. SPECIAL RESOLUTION.

10.3.1. "Special Resolution" means a resolution passed at a General Meeting by a special majority of the Members voting in person or by proxy on the relevant motion, where the total number of Voting Points represented by the votes in favor of the relevant motion is more than twice of the against votes.

10.3.2. The following matters shall be determined or approved by a Special Resolution of General Meeting:

(1) to increase or decrease capital of the Company;

(2) to amend or restate Shareholders Agreement;

(3) to update or replace any Smart Contracts;

(4) to deprecate General Keeper and transfer the residual ETH and/or CBP to the new General Keeper; or

(5) to dissolute, liquidate the Company or applying for bankruptcy for the Company or change the corporate form thereof.

10.4. MANAGERS.

10.4.1. "Manager" means the administrative officer elected by Ordinary Resolution, who have NO decision-making powers but may execute any administrative, commercial or technical matters authorized by this Agreement or approved by Ordinary Resolution.

10.4.2. Manager shall have the following powers:

(1) to approve a User as an "Accredited Investor" by triggering the corresponding API of List of Orders, in accordance with applicable laws and regulation, directly at its own discretion, or, indirectly as per the assessment and confirmation of other professional institutions;

(2) to create, configure and initiate a new General Keeper, as well as all its surrounding Smart Contracts based on Template Contracts of ComBoox, so as for the Company to move its entire corporate governance records as well as all assets to the new system, provided that the movement is subject to a prior approval of Special Resolution; or

(3) any other executive, commercial or technical matters authorized by Shareholders Agreement, Ordinary Resolution or Special Resolution.

10.4.3. Candidates for the position of Manager shall be nominated by the Members authorized by the effective Shareholders Agreement through its Position Allocation Rules. The Member who nominated the Manager shall also be entitled to propose to remove it from the position. Inauguration and impeachment of Manager shall only be effective upon approval of Ordinary Resolution.

10.4.4. Managers shall hold office for a period of three years and are eligible for re-election.

10.5. REGISTER OF DIRECTORS.

10.5.1. "Register of Directors" means the Smart Contract adopted by the Company to book and maintain the public records of Directors, Managers and other administrative officers. Any inauguration, impeachment or resignation of Directors, Managers or other officers can only be effective and legally binding on the Company and Members upon its entry into Register of Directors, the contract address of which is set out in Exhibit-I.

10.5.2. Once a User takes the relevant position, his or her User Number will be automatically booked in Register of Directors. Once a Director, Manager or other officer leaves his or her position, its User Number will be removed from Register of Directors automatically.

10.5.3. The information stored in Register of Directors is publicly accessible to all of the world. Everybody can check and read the officer' User Number, title and sequence number of the position, as well as the start date and end date of the tenure concerned from Register of Directors.

10.5.4. Register of Directors will not be deleted from ArbitrumOne even after the termination of the Company.

ARTICAL 11.     Compensation and Reimbursement

11.1. REIMBURSEMENT. Subject to Section 10.2, the Company shall reimburse the Members or Managers for all direct out-of-pocket expenses reasonably incurred in managing the Company.

11.2. EXCULPATION. Pursuant to Section 17-29-304 of the Act, NO Member or Manager shall be personally liable, directly or indirectly, for any debt, obligation, or liability of the Company by sole reason of a being a Member or Manager. Any debt, obligation, or liability of the Company is strictly and solely the liability of the Company.

11.3. INDEMNIFICATION. The Company will indemnify any person who was or is a party defendant or is threatened to be made a party defendant, in a pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigation (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member of the Company, Manager or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, does not in itself create a presumption that the person did or did not act in good faith and in a manner which he or she reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful.

ARTICAL 12.      Bookkeeping

12.1. ACCOUNTING. All assets of the Company will either be held in the Smart Contract of General Keeper (such as ETH of the Company), or be registered under the contract address thereof (such as CBP). In accordance with Section 6.6, the Company will make every efforts to avoid any liabilities. All income and expenditure of the Company will also be received or paid through General Keeper. As a result, General Keeper and other Smart Contracts concerned will automatically record and maintain the complete, accurate and public accounting records of the Company. The Company's accounting period will be the calendar year.

12.2. RECORDS. Members will keep the following public records in form of Smart Contracts at their specific contract address on ArbitrumOne as specified in Exhibit-I:

(1) Register of Constitutions: records all editions of Shareholders Agreements with respect to their contract address, legal force status, procedural schedules for creation, review and voting, and other relevant information;

(2) Register of Directors: records all information about the positions of Managers with respect to their candidate's User number, nominator, the Voting Rules applied for election, the start and end date of tenure, and other relevant information;

(3) Register of Members: records all information about Members or Shareholders with respect to their equity Shares, total Voting Points, total Distribution Points, as well as the aggregate amount of Par Value, Paid Value, Clean Paid, and other relevant information;

(4) General Meeting Minutes: records all the motions created and submitted to the General Meeting for approval with respect to their proposer, proposal time, voting start and end time, voting results, proxy arrangements, executor, execution state, and other relevant information;

(5) Register of Agreements: records all the Investment Agreements with respect to their address, status, transaction type and detailed arrangements, parties, procedural schedules for exercising special rights, and other relevant information;

(6) Register of Pledges: record all Pledges with respect to their creditor, debtor, pledgor, pledged Share, pledged amount, guaranteed amount, due date of Subject Debt, guarantee period, and other relevant information;

(7) Register of Shares: record all Shares issued by the Company with respect to their Shareholders, Class, Voting Weight, issue date, paid-in deadline or actual paid-in date, Par Value, Paid Value, acquiring price, and other relevant information;

(8) List of Orders: record all information about Listing trade of Shares with respect to the subject Shares' Class, sequence number, Investors, Sell orders, Buy orders, Closed Deals, Expired Orders, and other relevant information.

12.3. ELECTRONIC SIGNATURE.

12.3.1. By purchasing Shares of the Company, Members consent to conduct all transactions related to Shares and legal acts around the corporate governance of the Company electronically. Below provisions outlines the terms and conditions governing the use of electronic signatures in connection with Shares or records in the Company:

(1) Electronic Transactions: By purchasing Shares of the Company, Members acknowledge and agree that all documents, agreements, disclosures, and notices related to Shares or corporate governance of the Company may be executed electronically.

(2) Consent to Use Electronic Signatures: Purchase of Shares in the Company constitutes the voluntary consent of such Member to the use of electronic signatures for all documents and transactions associated with the Shares or the Company.

(3) Legal Validity: Members understand and agree that electronic signatures used in connection with transactions related to Shares and the Company have the same legal validity and enforceability as handwritten signatures.

(4) Technical Requirements: Members are responsible for ensuring that they have the necessary hardware, software, and internet connectivity to electronically sign documents related to the Shares or the Company.

(5) Authentication: Members agree to provide accurate and complete information during the electronic signature process and to take reasonable steps by themself to protect the security of the electronic signature concerned.

(6) Legal Review: Members or Verified Investors are strongly recommend seeking professional legal advice for any questions or concerns about the use of electronic signatures or the rights and obligations under this consent.

12.3.2. Purchase of Shares in the Company shall be deemed as the Members' acceptance of these terms and consent to use electronic signatures for all transactions related to Shares or corporate governance of the Company.

12.4. MEMBER'S ACCOUNT. The aggregate amount of Distribution Points automatically booked and maintained in Register of Members for each Member shall be deemed as and construed into such Member's capital account determined and maintained in the manner set forth in Treasury Regulation 1.704-1(b)(2)(iv), which consists of:

(1) the Member's initial capital contribution (i.e. Paid Value of the Share in exchange of such contribution) multiply the specific Distribution Weight of the Share concerned;

(2) increased by any additional capital contribution made by the Member (i.e. Paid Value of the Share in exchange of such additional contribution) multiply the specific Distribution Weight of the Share concerned; and

(3) decreased by Paid Value of any Shares transferred by the Member as Shareholder multiply the specific Distribution Weight of the Share concerned.

12.5. REPORTS. Members shall look to the open records on Register of Members and General Keeper, for the aggregate amount of Distribution Points, the balance amount of deposits in ETH and any other statements of that Member's distributive share of income and expense for income tax reporting purposes.

ARTICAL 13.     General Matters

13.1. DISSOLUTION. The Members may dissolve the Company at any time by a Special Resolution. Per Section 17-29-701 of the Act, the Company shall be dissolved if there are no Members for a consecutive period of ninety (90) days and the underlying smart contract is unable to continue as designed. Pursuant to Section 17-29-502 of the Act and Section 17-31-113 of the Supplement, dissolution of the Company may not be ordered by a simple owner of the Share.

13.2. DISTRIBUTIONS AFTER DISSOLUTION. Upon dissolution, the Company must pay its debts before distributing residual assets to Members. Members agree that any distributions occurring after the dissolution of the Company shall follow the process outlined in this Agreement and Section 17-29-708 of the Act.

13.3. MULTIPLE ORIGINALS. This Agreement may be signed in any number of counterparts, each of which will be deemed an original.

13.4. BINDING EFFECT. Subject to the restrictions on transfer in this Agreement, this Agreement binds and inures to the benefit of the Members and to their respective successors, personal representatives, heirs, and assigns.

13.5. CONSTRUCTION OF HEADINGS. The headings contained in this Agreement are included solely for the reader's convenience and reference.

13.6. AMENDING OPERATING AGREEMENT.

13.6.1. "Shareholders Agreement" means the Smart Contract adopted by the Company to record and maintain the public records of this Agreement, its amendments and any restated new edition thereof. In case there is any discrepancies between this Agreement and the effective Shareholders Agreement, the Shareholders Agreement shall prevail.

13.6.2. Any creation, alteration or revocation of any Rules or Terms of Shareholders Agreement can only be effective and legally binding to the Company and Members at the time when the restated new Shareholders Agreement is approved by Special Resolution.

13.6.3. The contract address of each edition of the Shareholders Agreements will be booked and maintained in Register of Constitutions, the address of which is set out in Exhibit-I.

13.6.4. A new Shareholders Agreement can only go into force upon execution by all Members or upon approval of Special Resolution. When a new Shareholders Agreement comes into force, the previous version is automatically revoked.

13.7. REGISTER OF CONSTITUTIONS.

13.7.1. "Register of Constitutions" means the Smart Contract adopted by the Company to book and maintain the public records of Shareholders Agreements. It records all editions of Shareholders Agreements with respect to their contract address, legal force status, procedural schedules for creation, review and voting, enabling Users or smart contracts to retrieve or check the currently valid version of Shareholders Agreement, as well as all its historical revoked versions. Any creation, amendments, restatements or termination of any Shareholders Agreements can only be effective and legally binding to the Company, Members or parties concerned upon its entry into Register of Constitutions, the contract address of which is set out in Exhibit-I.

13.7.2.The information stored in Register of Constitutions is publicly accessible to all of the world. Everybody can check and read the Shareholders Agreement booked and maintained in Register of Constitutions.

13.7.3.Register of Constitutions will not be deleted from ArbitrumOne even after the termination of the Company.

13.8. GOVERNING LAW. This Agreement shall be governed, construed, and administered according to the laws of the State of Wyoming, which may be amended from time to time.

13.9. COMPLIANCE WITH THE ACT. All matters related to the operations of the Company not specifically addressed herein must be addressed in accordance with the Act and the Supplement. The Company shall comply with all other provisions of the Act and the Supplement in order to stay compliant with the law.

13.10. SEVERABILITY. If any provision of this Agreement is determined invalid by any court of competent jurisdiction, it is the specific intent of Members that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

13.11. DISPUTES RESOLUTION. Any disputes arising from or in connection with this Agreement shall be submitted to either the United States District Court for the State of Wyoming or in a Wyoming state court where the Company's Registered Office is located. Members irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court.

13.12. ENTIRE AGREEMENT. This Agreement, together with the Articles of Organization (as may be amended) and all related exhibits, schedules, attachments, etc., constitute the sole and entire agreement by and among the Members. Subject to Section 2.8.5 , this Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written or oral, with respect to the subject matter.

CERTIFICATION OF MEMBERS

The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of 50 pages, constitutes the Operating Agreement of Comboox DAO LLC, adopted by the Members as of May 18, 2024.

Members:

EXHIBIT-I      SMART CONTRACTS LIST

CAPITAL CONTRIBUTION AGREEMENT

This Capital Contribution Agreement (this "Agreement") is entered into as of May 18, 2024, by and between the following parties:

Comboox DAO LLC, a limited liability company incorporated pursuant to the Wyoming Limited Liability Company Act (the "Act") and the Wyoming Decentralized Autonomous Organization Supplement (the "Supplement"), with its entity identification number as 2023-001358375 (the "Company"); and

Li Li, the sole founding member of the Company and also the author who developed and deployed ComBoox Platform (the "Contributor").

RECITALS

WHEREAS, the Contributor is the founding member of the Company and intends to invest certain intangible assets including the partial copyrights of Template Smart Contracts as his capital contribution to the Company;

WHEREAS, the Company desires to accept such capital contribution and to issue shares of the Company to the Contributor in exchange for such contribution;

WHEREAS, the Contributor has already set certain configurations in the relevant smart contracts that transfer to the Company the beneficial rights and control of the relevant intangible assets;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1.      Definition

1.1. "ArbitrumOne" means the Ethereum Layer-2 public blockchain network operating under the name "ArbitrumOne", which is connected to the main net of Ethereum and uses a technology called "Optimistic Rollups" to improve the scalability and efficiency of Ethereum.

1.2. "CBP" or "ComBoox Points" means the ERC-20 token booked in Registration Center, the primary function of which is to act as the ComBoox Community's utility token to automatically calculate, collect and transfer royalties from Users of Template Contracts to the relevant intellectual properties' holder.

1.3. "ComBoox" or "ComBoox Platform" means the company book-entry platform consisting of a core smart contract called "Registration Center" and a set of Template Contracts deployed on ArbitrumOne, which is designed for equity registration and corporate statutory books-keeping, and aims to assist users to quickly establish a legal, secure, transparent, reliable and automatic system to enable the company's stakeholders to perform legal acts related to share transactions or corporate governance in a self-service mode.

1.4. "ComBoox Community" means the open, unincorporated, loose organization of CBP holders, whose primary function is to decide, through public discussion and public voting, on whether new template contracts are suitable to be included into the ComBoox Platform as Template Contract, so as to improve or expand the functionalities thereof.

1.5. "Operating Agreement" means the Operating Agreement of the Company executed on the date of May 18, 2024 , which may be approved, adopted, and/or amended pursuant to the terms and conditions thereof, as well as the Company's Articles of Organization.

1.6. "Registration Center" means the core smart contract of ComBoox deployed on ArbitrumOne at the address as set out in Exhibit-I, which has the following primary functions:

(1) User Registration: to register users of ComBoox against their Prime Key;

(2) CBP book keeping: to record balance amount of CBP for each account holder;

(3) Document Registration: to register Template Contracts and their clone copies according to the contract address; and

(4) Royalty Collecting: to automatically transfer certain amount of CBP from the User to the copyrights' holder of the relevant Template Contracts as royalty when the User calls certain write function of the smart contracts created by cloning the Template Contracts.

1.7. "Register of Shares" means the Smart Contract adopted by the Company to automatically book and maintain the public record of Shares, i.e. the Certificate of Contribution concerned. Any creation, alteration or revocation of any Share can only be effective and legally binding to the Company and Members upon its entry into Register of Shares.

1.8. "Share" means a Member's ownership interests and rights in the Company, which will be booked automatically in a Smart Contract called Register of Shares in form of a digital object called "Certificate of Contribution".

1.9. "Smart Contracts" means the set of smart contracts adopted by the Company, from time to time, for automatically registering the equity shares of the Company and keeping records of corporate governance thereof, which shall be created and deployed by cloning Template Contracts.

1.10. "Template Contracts" means the smart contracts adopted by the ComBoox Platform and registered in Registration Center as templates to create clone copies for its Users to deploy and use on ComBoox.

2.      Capital Contribution

2.1. Contribution. The Contributor agrees to contribute, assign, and transfer to the Company the following intangible assets (the "Contributed Assets") as his capital contribution:

(1) partial copyrights of the Template Smart Contracts within the territory of ArbitrumOne on an "AS IS" basis, so that the Company may collect royalty on those Template Smart Contracts in form of CBP as general income;

(2) owner's right to Registration Center, so that the Company may collect platform commission of ComBoox in form of CBP as general income;

(3) owner's right to Registration Center, so that the Company may determine and adjust the total supply of CBP on ArbitrumOne; and

(4) owner's right to the Smart Contract called "Fuel Tank", so that the Company may:

a. set the Fuel Tank's selling price of CBP in ETH; and

b. pick up selling revenue of CBP in ETH from Fuel Tank.

2.2. Effective Date of Contribution. The contribution of the Contributed Assets shall be effective as of the date of this Agreement or such earlier date on which the Contributor actually sets up the corresponding configurations in the relevant Smart Contract.

3. Issuance of Shares

3.1. Shares Issued. In exchange for the Contributed Assets, the Company agrees to issue to the Contributor the following Shares of the Company:

3.2. Membership Interest. The Contributor shall be admitted as a member of the Company with all the rights and obligations as set forth in the Operating Agreement.

4. Representations and Warranties

4.1. Contributor's Representations. The Contributor represents and warrants to the Company that:

(1) The Contributor is the owner of the Contributed Assets and has the right to transfer them to the Company free and clear of any liens, encumbrances, or claims;

(2) The Contributed Assets are transferred on an "AS IS" basis, and the Contributor makes no representations or warranties regarding the feasibility, security, or legal compliance of the Contributed Assets;

(3) The Contributor has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

4.2. the Company's Representations. the Company represents and warrants to the Contributor that:

(1) the Company is duly organized, validly existing, and in good standing under the laws of the State of Wyoming;

(2) the Company has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

5. Indemnification and Defense

5.1. Defense of Claims. In the event of any third party challenge or claim alleging that: (1) the Contributed Assets infringe the intellectual property rights of any third party; or (2) the Contributed Assets cause any loss or damage to any entity, the Company shall be responsible for and shall pay all costs and expenses incurred in connection with such claims, including attorneys' fees, and shall retain counsel to defend against such claims.

5.2. Indemnification. The Company shall indemnify the Contributor in the event the Contributor is made a party or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Contributor is or was an author of the Contributed Assets, is or was a member, manager or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of "no lo contendere" or its equivalent shall not, of itself, create a presumption that the Contributor did or did not act in good faith and in a manner he or she reasonably believed to be in the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful.

6. Miscellaneous

6.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

6.2. Disputes Resolution. Any disputes arising from or in connection with this Agreement shall be submitted to either the United States District Court for the State of Wyoming or in a Wyoming state court where the Company's Registered Office is located. Parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court.

6.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

6.4. Amendments. This Agreement may be amended or modified only by a written agreement signed by both parties.

6.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXHIBIT-I      SMART CONTRACTS LIST