How is Flamingo structured?

Flamingo is organized as a Delaware limited liability company.

The rights and obligations of Flamingo Members are set forth in an operating agreement (which will be provided when you are verified to contribute to Flamingo) and are supplemented by the Delaware Limited Liability Company Act. YOU SHOULD RETAIN YOUR OWN COUNSEL FOR PURPOSES OF EVALUATING WHETHER TO JOIN FLAMINGO AS A MEMBER.

At its core, Flamingo will be member-managed and rely on a DApp and related smart contracts to facilitate the purchase of NFTs.

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

Flamingo will rely on a service provider (initially, OpenLaw) to facilitate various administrative functions on behalf of the Members, including preparing and sending annual K-1 tax forms, updating and maintaining the DApp, validating information related to projects selected for purchase, and handling other interactions that may come up during the lifetime of Flamingo (e.g., receiving the proceeds from the sale of securities in fiat and converting them to a digital asset for distribution to Members). For these services, the service provider will receive a fee, pursuant to a schedule outlined here.

Flamingo's operating agreement was prepared by OpenLaw's outside counsel.

Will Members enjoy limited liability?

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

• the Member's share of the undistributed profits of Flamingo, if any; and
• any amounts distributed by Flamingo to such Member.

What are the fiduciary obligations between Members?

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

Can Members vary the operating agreement or the ways in which Flamingo operates?

The terms and provisions of the operating agreement may be amended if 50% or more of Flamingo Members or their delegates (as measured by the Members' units) vote to approve an amendment. Voting will be based on the number of Flamingo Units held by the Members at the time of the vote.

What are the tax issues with Flamingo?

Each Member of Flamingo must rely on the Member's own tax and legal representatives as to the tax consequences of joining Flamingo or making purchases through Flamingo.

How can I contribute to Flamingo and become a Member?

Membership in Flamingo is currently limited to accredited investors, as defined under U.S. law. The total number of members will be capped at a maximum of 100 members.

Members have the opportunity to contribute Ether to Flamingo by purchasing between 100,000 and 900,000 units representing an ownership in Flamingo ("Flamingo Units").

Units will be sold in blocks of 100,000. Each block of Flamingo Units will be sold for 60 ETH and provide a member with 1% of the voting rights in Flamingo, along with 1% pro rata rights to any proceeds from purchases. Each Member will be permitted to purchase 9% of the Flamingo Units. The LAO will be allocated 200,000 Units of Flamingo for its role in helping to formulate Flamingo.

The members reserve the right to create a Flamingo Token to represent Flamingo Units via a Member vote.

Are Flamingo Units securities?

Flamingo Units have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States, or any other global regulatory authority.

Can I contribute Bitcoin, Dai, or other assets to Flamingo?

All contributions are currently only limited to Ether, unless the Members agree otherwise.

Why is membership in Flamingo limited to accredited investors and 100 members?

As noted above, the U.S. Securities and Exchange Commission and/or equivalent government bodies in other jurisdictions have not determined whether membership interests in Flamingo (represented as units) are securities.

In the abundance of caution, the limits in membership and accreditation status for U.S. contributors are put in place to:

• comply with U.S. securities law;
• prevent any one party from controlling a disproportionate amount of Flamingo; and
• limit the risk of look through issues for Flamingo Members that are organized as funds or other legal entities.

Are there any other requirements needed to become a Member?

To contribute Ether to Flamingo, Members will need to go through accredited investor, anti-money laundering ("AML"), Know Your Customer ("KYC"), and Office of Foreign Assets Control ("OFAC") checks as defined under U.S. law and as discussed further below. A joining Member will need to deposit a sufficient amount of Ether from the Member's Ethereum address in order to complete the membership process.

A Member will also need to submit sufficient information to verify the potential member's identity for AML, KYC, and OFAC checks, including:

• uploading a passport or a state issued license;
• providing a social security number or Tax ID; and
• providing proof of the member's primary residence.

Accredited investors include:

• Individuals who have an annual income exceeding $200K or a married couple that has joint income exceeding $300K in the two most recent years and have a reasonable expectation of reaching the same income level this year.
• Individuals who have a net worth that exceeds $1 million (excluding the individual's primary residence).

With respect to legal entities:

• Funds and trusts, with total assets in excess of $5 million, which were not formed specifically to purchase the subject securities, whose purchase is directed by someone who has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
• Any entity in which all of the equity owners are accredited investors.

The full definition can be found here.

In order to register and validate members, a potential member will need to supply Flamingo with sufficient information to assess whether the member meets these legal requirements, which will be confirmed by Flamingo's service provider.

Post Contribution

Once a Member makes a contribution, Flamingo's underlying smart contracts will need to whitelist the Member's applicable Ethereum address. The process for validating and whitelisting the Member's Ethereum address will be done in order of contribution and will take at least 7 total days to complete. The process takes 4 days to process the proposal and another 3 days to provide Members the right to "rage quit" if they so choose.

How do I establish my accreditation status?

During Member onboarding, Members will be asked to provide applicable documentation in order for Flamingo to verify your status as an accredited investor. This may include:

• documentation verifying your income or net worth;
• written confirmation from a registered broker-dealer or investment advisor, licensed attorney, or certified public accountant as to the Member's accreditation status; and
• various forms, including a Form W-2, Form 1099, bank or brokerage statements, other statements of securities holdings, and other applicable documentation to ensure that you meet the definition of an accredited investor.

If you're acting on behalf of a legal entity, you may need to provide:

• verification of that entity's assets; and
• verification of your sophistication.

I'm a foreign investor interested in becoming a Member of Flamingo. Are non-U.S. investors able to become a Member in Flamingo?

Non-U.S. based investors are permitted to become Members of Flamingo. Non-U.S. based contributors must verify their identity in order to contribute and will need to confirm their accreditation status.

How long does it take to verify my application?

Accreditation and verification of Members will take several business days to be processed by Flamingo. We will notify you during the verification, with any questions or concerns. Please fill out the application for accreditation here.

Who will see the accreditation and other documents that I upload?

The documentation that you upload as evidence of your accreditation status are kept private and are used to verify that you meet the definition of an accredited investor.

How do you transfer funds into Flamingo?

Using a digital wallet, such as MetaMask, or a wallet compatible with WalletConnect Members can contribute to Flamingo after they have been approved (i.e., verified as an accredited investor, passed KYC/AML checks, etc., as applicable and as further outlined here).

Why are contributions in Ether converted to wrapped Ether?

Ether contributions will be wrapped as ERC-20 tokens (wETH) to allow for a seamless interaction with Flamingo's smart contracts (described further here). The ERC-20 standard streamlines how tokens are tracked and transferred between parties. Ether itself predates the ERC-20 standard, and it did not come with a built in standard of how to track and trade tokens amongst parties. The conversion from Ether to wETH addresses this concern.

Will all contributions be held in Ether or can they be converted to other digital assets?

The Members, acting by majority vote, have the right to elect to invest capital contributions to Flamingo in either Ether, Bitcoin, and/or fee or interest bearing cryptocurrencies or other digital assets. The vote will occur via the dApp and voting procedures can be varied by the Members.

How are voting rights determined?

As noted above, the U.S. Securities and Exchange Commission and/or equivalent government bodies in other jurisdictions have Voting rights will be based on the total number of Flamingo Units that each Member holds for any relevant vote posed to Members.

How do members vote?

Members will be prompted to vote via Flamingo DApp (or, over time, other online services) at various points during the lifecycle of Flamingo, including to evaluate purchase decisions, weigh-in on the structure and form of Flamingo, and/or other strategic decisions related to Flamingo.

Voting will be facilitated by blockchain-based smart contracts and via the DApp based on ownership records maintained on the Ethereum blockchain.

Can a member transfer its voting rights for purposes of making purchase decisions?

Members are not required to vote on all matters. At any point in time, a Member can transfer or "delegate" the member's right to vote on purchase decisions by designating via the DApp an Ethereum address for which such right is delegated to. Decisions to delegate any voting rights are entirely up to each Member.

Does delegating rights to vote on purchase decisions impact a member's right to proceeds?

No.

Can a Member cancel and/or re-delegate their voting rights?

A Member can cancel and/or re-delegate its voting rights through the DApp at any time.

How do Members of Flamingo make purchase decisions?

Flamingo is entirely member-directed and managed by the Members through democratic voting. As a Member, you should have some experience in evaluating or purchasing digital assets.

To preserve privacy and to prevent front running, and unless otherwise agreed, Members will periodically agree to allocate a portion of Flamingo's assets into a side-pocket (i.e., 20% of Flamingo's assets) initially maintained by Flamingo's Service Provider with the aim of having it managed in-part by the members. Once set aside, Members can propose to other Members the purchase of one or more NFTs. If a proposal passes (as outlined below), the Members themselves or the Service Provider will take steps to acquire the assets at issue.

The process of side-pocketing assets will occur through a Moloch-style vote (i.e., an on-chain vote). Each decision to side-pocket collected assets will have a 4 day voting period, with a 3-day period for Members to "rage quit." If during the 4-day period, there are more yes votes than no votes, the assets will be set aside. If there are more "no" votes than "yes" vote, the side-pocketing will not pass.

Individual acquisition decisions will occur via the dApp and will not require the expenditure of gas. Each Member will have the opportunity to outline and nominate an NFT or NFT-related project or opportunity to other Members. Once nominated, Members or a Member's delegate will have the right to vote on whether to support the proposal.

A Flamingo Member should understand and acknowledge that they must bear the economic risk of any purchase.

Will Flamingo have a general partner?

No, unless the Members make such a decision to appoint a general partner (but that wouldn't be in the spirit of things).

Will Flamingo operate via a thesis?

Flamingo is an emergent experiment and thus there is no express thesis. Members can work together to formulate a thesis and explore purchase opportunities. They have the right to develop any thesis they agree on.

What happens if there are multiple NFTs for purchase? How do Flamingo Members make decisions?

Member decisions will occur through the dApp based on proposals made by Members.

What is the purchase period for Flamingo?

Flamingo has no express purchase period. Members can make purchases until all contributed capital has been allocated or withdrawn, as discussed further in these FAQs.

Does Flamingo's Service Provider have any rights to make purchase decisions?

The Service Provider has no role in making purchase decisions.

How will Members of Flamingo decide what NFTs to collect, purchase, hold or acquire?

The Members have complete agency in making such determination. To preserve privacy, Members likely will create pools of funds that can be used to make purchasing, collecting, or other acquisition decisions. Flamingo's Members then can vote on whatever NFT they would like to purchase, and if the vote passes, the service provider or a Member can purchase on behalf of Flamingo.

Will Members have the opportunity to consult on what NFTs to purchase?

Members are free to contact artists, collectors, game-designers, metaverse creators, or or other third parties to gain insight on trends, styles, and other relevant information when making decisions on what Flamingo should purchase.

For communication between Members and these third parties, Flamingo will maintain a Discord, Telegram, or other relevant communication channels. If requested by the Members, Flamingo's service provider can schedule meetings or facilitate other interactions with any creators or artists for NFTs being contemplated for acquisition.

The Members will also have Curators to seek help and advice on style, quality, trends, and/or commentary on specific NFTs.

Can Members request that additional or different types of information be collected from NFT artists or collectors?

Members have the right to control all operations of Flamingo and any changes are expected to be implemented by the service provider.

Should Flamingo Members expect to receive any profit by contributing to Flamingo?

Purchases contemplated by Flamingo are inherently speculative and are made by the Flamingo Members or their express designees and agents. The results of Flamingo's purchases will likely vary from period to period, and purchases made by Flamingo will involve a high degree of financial and market risk that can result in a complete loss of any Member's contribution to Flamingo.

If I'm a Member of Flamingo, what interest do I receive in any purchases that receive financing from Flamingo?

Flamingo will be the record holder of all securities and/or any other rights secured via Flamingo-related purchases. Members, acting via a vote via the Dapp, will have the right to determine the amount, timing, and form of all distributions related to proceeds from those purchases.

Since these are NFTs, Members reserve the right to fractionalize the NFT for the benefit of each Member, lend the collection to other gaming platforms, or show any purchased NFTs at digital galleries, etc. The Members have full discretion on how the NFTs will be used once acquired.

How will proceeds be distributed?

Members will receive proceeds, if any, on a pro-rata basis based on the number of Flamingo Units each Member holds.

If a Member rage quits, the Member will be entitled to receive their pro rata portion of any undeployed capital. However, the Member will not be entitled to distribution with respect to any purchases made by Flamingo after the date the Member quits Flamingo.

Please note, that prior to proceed distribution, Members must provide a copy of the applicable Form W-9 or Form W-8, when requested by the service provider.

Will proceeds be paid in Ether, Dai, or cash?

Members have the right to determine how proceeds will be paid.

Can Flamingo recycle or reinvest proceeds?

Members acting by a majority vote (based on the number of Flamingo Member Units) may reinvest or retain for purchase any proceeds to effect Flamingo purchases, pay expenses (outlined here or otherwise provided for in Flamingo's Operating Agreement), or create reserves.

If a Member votes against a proposed deal, but does not “ragequit,” will he or she still benefit from possible future profits? In other words, are all projects’ possible future returns shared equally amongst the members?

Yes, the Member would benefit from the future profits even if the Member voted against the purchases. In effect, you're agreeing to the will of the voting members and if you don't like the decision you have the right to rage quit all or part of your undeployed Ether.

If there are expenses associated with operating Flamingo, who is responsible for them?

Flamingo and its Members are responsible for the costs and expenses related to Flamingo's activities, operations, and maintenance, as detailed in the operating agreement. This includes any fees charged by the service provider.

Are there any fees are associated with Flamingo?

As noted in these FAQs, Flamingo's organizational documents expressly contemplate the use of a service provider to help facilitate, on behalf of the Members, activity by Flamingo. As compensation for these services, the service provider will initially charge the following fees.

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Flamingo and its Members are responsible for the costs and expenses related to Flamingo's activities, operations, and maintenance, as detailed in the operating agreement. This includes any fees charged by the service provider.All fees are payable on a quarterly basis to the service provider and will begin to accrue once Flamingo launches. Members have the right to terminate the services of the service provider at any time.

In addition to the fee schedule outlined above, the service provider will be entitled to a fee of 2% of the gross proceeds of any sale it facilitates of an NFT previously acquired by Flamingo, as well as, if the service provider fractionalizes ownership interest in an NFT acquired by Flamingo, 2% of those ownership interests in the NFT.

How can I contribute to Flamingo and become a Member?

Membership in Flamingo is currently limited to accredited investors, as defined under U.S. law. The total number of members will be capped at a maximum of 100 members.

Members have the opportunity to contribute Ether to Flamingo by purchasing between 100,000 and 900,000 units representing an ownership in Flamingo ("Flamingo Units").

Units will be sold in blocks of 100,000. Each block of Flamingo Units will be sold for 60 ETH and provide a member with 1% of the voting rights in Flamingo, along with 1% pro rata rights to any proceeds from purchases. Each Member will be permitted to purchase 9% of the Flamingo Units. The LAO will be allocated 200,000 Units of Flamingo for its role in helping to formulate Flamingo.

The members reserve the right to create a Flamingo Token to represent Flamingo Units via a Member vote.

Are Flamingo Units securities?

Flamingo Units have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States, or any other global regulatory authority.

Can I contribute Bitcoin, Dai, or other assets to Flamingo?

All contributions are currently only limited to Ether, unless the Members agree otherwise.

Why is membership in Flamingo limited to accredited investors and 100 members?

As noted above, the U.S. Securities and Exchange Commission and/or equivalent government bodies in other jurisdictions have not determined whether membership interests in Flamingo (represented as units) are securities.

In the abundance of caution, the limits in membership and accreditation status for U.S. contributors are put in place to:

• comply with U.S. securities law;
• prevent any one party from controlling a disproportionate amount of Flamingo; and
• limit the risk of look through issues for Flamingo Members that are organized as funds or other legal entities.

Are there any other requirements needed to become a Member?

To contribute Ether to Flamingo, Members will need to go through accredited investor, anti-money laundering ("AML"), Know Your Customer ("KYC"), and Office of Foreign Assets Control ("OFAC") checks as defined under U.S. law and as discussed further below. A joining Member will need to deposit a sufficient amount of Ether from the Member's Ethereum address in order to complete the membership process.

A Member will also need to submit sufficient information to verify the potential member's identity for AML, KYC, and OFAC checks, including:

• uploading a passport or a state issued license;
• providing a social security number or Tax ID; and
• providing proof of the member's primary residence.

Accredited investors include:

• Individuals who have an annual income exceeding $200K or a married couple that has joint income exceeding $300K in the two most recent years and have a reasonable expectation of reaching the same income level this year.
• Individuals who have a net worth that exceeds $1 million (excluding the individual's primary residence).

With respect to legal entities:

• Funds and trusts, with total assets in excess of $5 million, which were not formed specifically to purchase the subject securities, whose purchase is directed by someone who has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.
• Any entity in which all of the equity owners are accredited investors.

The full definition can be found here.

In order to register and validate members, a potential member will need to supply Flamingo with sufficient information to assess whether the member meets these legal requirements, which will be confirmed by Flamingo's service provider.

Post Contribution

Once a Member makes a contribution, Flamingo's underlying smart contracts will need to whitelist the Member's applicable Ethereum address. The process for validating and whitelisting the Member's Ethereum address will be done in order of contribution and will take at least 7 total days to complete. The process takes 4 days to process the proposal and another 3 days to provide Members the right to "rage quit" if they so choose.

What rights do members have if they are not happy with the direction of Flamingo?

Flamingo has certain strong rights for members to withdraw their capital if they are unhappy with the performance or administration of Flamingo. This right—often called "rage quitting"—gives members a degree of control as to their participation in Flamingo and the use of any contributed capital.

What happens if I do not want to participate in an NFT purchase?

Even though Flamingo is member-directed and managed, Members are not obligated to participate in any proposed purchase. Once a purchase is authorized via the dApp, all members will have the right to opt-out of the purchase and receive any undeployed capital that they contributed to Flamingo back (i.e., "rage quit").

The right to rage quit is accounted for in the operating agreement and facilitated via the DApp and underlying smart contracts.

If I rage quit can I sell my interests in Flamingo?

If a member rage quits, the member's pro rata portion of any unallocated capital contribution will be returned to the member. The member's Flamingo Units are retired (i.e., "burned") and the member loses any right to participate in future purchase. If a member wants to sell their interest in Flamingo, it is permissible, but subject to approval by other members.

When can a member rage quit?

A member can rage quit at any time, including after any NFT purchase. The only restriction is that any proposal that the particular member voted "YES" for is processed by Flamingo's smart contract initially.

Will Flamingo Units be transferrable?

With limited exception, as detailed in the operating agreement, Members cannot transfer Flamingo Units or Tokens, if created, unless otherwise agreed to by the Members, via a vote facilitated by the Dapp.

If a member "rage quits" and leaves can new Members join?

Members via a vote facilitated by the group can accept new capital commitments from new joining members and admit them into Flamingo. Any new Member (or, if applicable, group of Members) must provide the same initial contribution as an exiting Member, unless otherwise agreed to by the Members.

Can a member be forced out of Flamingo?

Members of Flamingo may be required to leave if Members of Flamingo vote to remove the respective member. The Service Provider cannot remove any Flamingo unless otherwise authorized by a vote by a majority of the Members.

How do NFT purchases get made?

Once a proposal is submitted for a specific NFT, the proposal will be submitted to the Flamingo Members to decide whether to nominate the NFT for purchase.

If a purchase proposal is nominated, the Flamingo Members will then vote on whether to acquire the NFT or NFTs at issue. If approved via the DApp, either the Service Provider or a Member will purchase the relevant NFT on behalf of the Members of Flamingo. Purchases may be held by Flamingo or allocated fractionally in the form of tokens to each Member based on the number of Flamingo Units each Member holds.

Where do NFT purchases get made?

Where NFTs are purchased from is up to the membership of Flamingo. NFTs can be purchased at various digital marketplaces (SuperRare, OpenSea, etc.), and individual owners.

Who can view information included in NFT purchase proposals?

NFT purchase proposals are viewable by the Members and potentially by the public. If you're an NFT artist, collector, or other creator and have additional questions regarding privacy concerns, please email us at hello@flamingodao.xyz.

Under what circumstances will Flamingo wind down?

Members of Flamingo can vote by majority to wind down Flamingo. Other circumstances include a judicially ordered dissolution or disposition of all the assets of Flamingo.

If dissolution were to occur, a person appointed by the Members via a majority vote will handle the wind down of Flamingo based on the terms of the operating agreement.

What happens if there are expenses related to the dissolution?

At the time of dissolution, Members of Flamingo are responsible for the expenses associated with the liquidation.

Any additional losses or liabilities incurred will be in accordance with the terms of the operating agreement and the service provider reserves the right to set aside funds to facilitate dissolution activities.

What happens if members of Flamingo want to transfer all of Flamingo's assets?

In the operating agreement, Members agree to tag- and drag-along provisions to deal with the possibility that members may want to transfer all of Flamingo's assets to another entity or party. These rights will only be triggered if a super-majority of the Members vote to effectuate such a transfer.

What smart contracts are being used for Flamingo?

Flamingo uses various smart contracts to administer its activity. Primarily, the smart contracts are used to facilitate:

• collecting members' initial contributions to Flamingo;
• voting;
• delegating voting to third parties;
• funding investments;
• distributing proceeds; and
• rage quitting.

Flamingo currently uses v2 of the MolochDAO's smart contracts, which can be found here.

How are the smart contracts related to MolochDAO?

OpenLaw, the initial service provider for Flamingo, has worked with the MolochDAO to develop v2 of the MolochDAO smart contracts. More information about the collaboration can be found here.

Will Flamingo smart contracts be audited?

Flamingo smart contracts have been audited by ConsenSys Diligence, MolochDAO, and MetaCartel.

Will the smart contract code be publicly available?

Flamingo's smart contract code will be publicly available on Etherscan and GitHub when it is complete.

The Flamingo DAO, LLC ("Flamingo") seeks to be as diligent as possible in compiling and updating the information on its website. However, there is no guarantee of the correctness and completeness of the information provided here. Equally, Flamingo does not guarantee that this information is up to date and such information may qualify to change.

Certain capitalized terms are described in the Glossary at the end of this FAQ. The FAQs is a summary based on legally binding documents, namely Flamingo DAO, LLC Subscription Agreement and Operating Agreement. If there is any discrepancy between the information provided herein and the Agreements, the terms of the agreement take precedence. Members should consult his or her own tax, financial, and legal advisors prior to making any investment in Flamingo. Nothing in these FAQs shall be considered to be tax, financial, or legal advice. For questions, please reach out to members@flamingodao.xyz