Status: Draft (proposal memorandum; to be voted)

Version: 1.0.2

NON-BINDING SUMMARY. This memorandum is informational only and is subordinate to the governing instruments and any adopted resolutions. In the event of conflict, the normative resolution text controls.

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Summary

This proposal authorizes the DAO to acquire SOLO using treasury funds and to hold all acquired SOLO in a segregated Restricted SOLO Incentives Reserve.

The purpose of this reserve is to provide a credible, prefunded path for future SOLO backed incentive programs intended to reward participation, deepen alignment, and support long term ecosystem growth. This includes, without limitation, the future pips program and any substantially similar successor or related participation based framework later approved by governance.

This proposal earmarks that purpose now so that participants can have confidence that SOLO backing has been set aside in advance and cannot be redirected by signers, operators, contributors, or committees acting on discretion alone.

This proposal does not establish the live Incentives Subcommittee or appoint its members. Those matters will be brought in a later proposal. Until that later governance action is adopted, no person or body may deploy, distribute, commit, or otherwise use reserve SOLO.

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Rationale

A participation based incentive program only has credibility if there is a credible path from participation to the asset being promised or implied. If the DAO intends to use SOLO-backed incentives to reward durable participation, it is better to earmark that backing now than to leave it to future discretion.

This proposal is intended to solve that credibility problem without prematurely locking the DAO into a single incentive design.

This structure preserves three things at once:

• confidence that incentive backing exists and has been ring fenced;
• flexibility to design the actual program architecture; and
• sufficient operational discretion to finalize and implement program details in a way that reduces front running, gaming, sybil behavior, and other exploitative positioning before launch.

There is also a clear timing advantage. With SOLO trading below treasury implied value ("NAV"), the DAO has an opportunity to build a restricted incentives reserve on attractive terms and use treasury capital to strengthen long term alignment across the network.

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Key Parameters

• Amount: 1,000,000 USDC
• Order Type: Recurring
• Program Duration: Up to 60 days
• Order Quantity: Variable recurring purchases, sized operationally within the approved cap and execution window
• Order Frequency: Recurring over a period of up to 60 days
• Maximum Order Price: 0.74 USDC per SOLO (interpreted as a maximum program TWAP)
• Estimated SOLO Acquired: Approximately 1,351,351.35 SOLO, assuming full use of the acquisition facility at the maximum program TWAP

Process

This proposal includes instructions to execute a recurring SOLO acquisition program using DAO treasury funds in an aggregate amount of up to 1,000,000 USDC over a period of up to 60 days, subject to a maximum program TWAP of 0.74 USDC per SOLO. Any SOLO acquired pursuant to this proposal shall be retained in the DAO treasury and accounted for as Restricted SOLO Incentives Reserve property.

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Section 1. Authorization of SOLO Acquisition

Resolved, that the DAO hereby authorizes a capped SOLO acquisition program funded from DAO treasury using the parameters specified in this Proposal.

Resolved further, that all SOLO acquired pursuant to this Proposal shall be retained in the DAO treasury and designated on the DAO's books and records as Restricted SOLO Incentives Reserve property.

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Section 2. Designation of Restricted SOLO Incentives Reserve

Resolved, that all SOLO acquired pursuant to this Proposal shall be held in the DAO treasury and designated as Restricted SOLO Incentives Reserve property of the DAO.

The Designated Purpose of the Restricted SOLO Incentives Reserve is to support SOLO backed incentive programs intended to reward participation, deepen alignment, and support long term ecosystem growth, including the future pips program and any substantially similar successor or related participation based framework later approved by governance.

Resolved further, that pips, and any substantially similar successor participation framework approved by governance, shall have first call priority on the Restricted SOLO Incentives Reserve.

Resolved further, that until amended by express later governance action, the Restricted SOLO Incentives Reserve shall remain earmarked for its Designated Purpose and shall not be repurposed, redirected, impaired, or clawed back by any signer, contributor, service provider, committee, operator, or other person acting without such governance approval.

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Section 3. No Current Deployment Authority

Resolved, that this Proposal does not establish the live Incentives Subcommittee or appoint its members.

Resolved further, that this Proposal does not authorize any person or body to distribute, commit, allocate, sell, transfer, make claimable, or otherwise deploy Restricted SOLO Incentives Reserve assets at this time.

Until later governance action establishes and approves the live Incentives Subcommittee and any applicable activation framework, reserve SOLO shall remain held in the DAO treasury and accounted for solely for its Designated Purpose.

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Section 5. Core Guardrails

Unless expressly approved by later governance action:

• reserve SOLO shall remain held in the DAO treasury and separately accounted for as Restricted SOLO Incentives Reserve property;
• reserve SOLO may not be self dealt, privately allocated, or directed to insiders or affiliates on preferential terms;
• reserve SOLO may not be manually transferred wallet to wallet to selected recipients as a discretionary allocation method;
• reserve SOLO may not be sold or otherwise disposed of below prevailing market price;
• reserve SOLO may not be lent, pledged, staked, paired for liquidity, used as collateral, used as market making inventory, or used for compensation; and
• any unused, expired, forfeited, cancelled, or unclaimed reserve SOLO shall be burned unless governance expressly directs otherwise.

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Plain English

If adopted, this proposal means:

• the DAO can acquire SOLO now;
• that SOLO is ring-fenced now for future incentive use;
• Pips has priority on that reserve;
• nobody can use or redirect that reserve on discretion alone; and
• a future Incentives Subcommittee can be voted in later to steward it.

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Links

• Full normative resolution text (controls if there is any conflict with this summary): DP-00002_MEM-full.md
• Compiled Company Agreement PDF: Company_Agreement_SOLOMON_DAO_LLC.pdf
• Proposal repository (canonical history + execution artefacts): https://github.com/SolomonDAOrg/dao-proposals
• SOP Registry (canonical): https://github.com/SolomonDAOrg/sop-registry

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Disclaimer (Governance Proposal; No Professional Advice).

This document is a governance proposal and governance communication. If adopted by the DAO through its governance mechanisms, it may become binding on the DAO and persons exercising authority under the Company Agreement to the extent provided in the Company Agreement and applicable law. This document does not constitute legal, tax, financial, or other professional advice. The author(s) are not acting as legal counsel to the DAO or any member or user. No attorney-client relationship is created.

You must obtain your own independent advice for your circumstances.