Approval of DAO Outside Counsel, December 18, 2022

As a Project we agree to retain Hess Legal Counsel, LLC as our DAO legal representatives.

In order for us to operate effectively as a DAO we agree to the following:

On behalf of the DAO and yourself, you represent, warrant and agree as follows:

(i) the Adopted Proposal has been adopted by the DAO;

(ii) any additional services that you ask Hess Legal to perform have been duly authorized in advance by the DAO, pursuant to an adopted DAO governance action;

(iii) the Adopted Proposal authorizes you or ratifies your authority to retain Hess Legal, to execute this engagement letter, to make decisions concerning the Engagement and provide instructions to Hess Legal, to respond to Hess Legal’s inquiries concerning the Engagement, to approve the fees and expenses associated with the Engagement, and to perform any other tasks reasonably necessary to permit Hess Legal to carry out the Engagement;

(iv) you and the DAO agree, jointly and severally to indemnify Hess Legal for any claim made against Hess Legal by an outside vendor for services rendered in connection with Hess Legal’s representation hereunder;

(v) you have notified the members of the DAO that Hess Legal represents the DAO collectively and not any individual member of the DAO, that individual members of the DAO may have differing interests from the DAO and from you, and that all members understand that the DAO has duly authorized Hess Legal’s Engagement, notwithstanding any such differing interests;

(vi) you and the DAO agree, jointly and severally, to indemnify Hess Legal from any claim that any member or members of the DAO, individually or collectively, may assert against Hess Legal;

(vii) you will promptly notify Hess Legal in writing of any objection by any member of DAO to Hess Legal’s Engagement or any claim by any member of the DAO against Hess Legal relating to the Engagement; and

(viii) pursuant to an adopted governance proposal, the DAO on behalf of itself and its members acknowledged that our representation of you, as well as our representation of other clients who are not directly adverse to you or the DAO, does not constitute a conflict of interest either for you, the DAO, or its members and to the extent that such representation(s) do raise any potential or actual conflicts of interest, then you and the DAO consent to waive and the members of the DAO are deemed to waive any such conflicts of interest and none of such parties will seek to disqualify us or assert a conflict with respect to our representation of you or such other clients.

COST: $5,000 Retainer & $675 / hr for legal services rendered. The retainer is held and charged against legal services rendered. If total fees are less than the Retainer, the difference will be refunded.

Additional Information regarding Hess Legal: https://hesslegalcounsel.com/