[Approved by House of Merit, didn’t pay] Carey Olsen <> NDC Proposal

Carey Olsen Proposal

Carey Olsen is pleased to submit its proposal as a legal service provider to assist NDC Services Ltd on the terms set out below.

1. Scope of Work

a. Legal Memorandum

A legal memorandum, together with a general Cayman regulatory review will be provided, and will include advice on the following operating activities:

(i) Management of operational budget (multi-sig crypto wallet) funded by NEAR tokens (“NEAR”).
(ii) Potential establishment of a treasury (separate from operational budget) comprised of NEAR.
(iii) Transacting with service providers, contractors, and contributors.
(iv) Transactions payable in fiat, stables, and NEAR.
(v) Swapping between NEAR and stables/fiat via OTC desk, off ramp services and crypto exchange (exchange only if applicable).
(vi) Opening bank accounts (with Financial Admin).
(vii) Issuing grants, bounty payments, and other rewards.

b. Document Review

We will undertake the review of the following documents which have been identified as a priority to review: (i) multi-sig services agreement and (ii) MNDA.

c. Additional Work

We will make ourselves available to assist with additional work, including the review of additional documents and work on other unforeseen items.

2. Pricing

Based on our understanding of the scope of work outlined above, we estimate that our legal fees for assisting with these matters will be approximately US$35,000 over the next three months. This estimate is based on (i) up to US$15,000 for the drafting of the legal memorandum in 1(a) above, (ii) up to $5,000 for review of the identified agreements in 1(b) above, and (iii) $15,000 for additional matters that may arise as detailed in 1(c) above.

If the work involved is greater than currently envisaged under the scope of work above, we reserve the right to review our arrangement.

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Hey Carey Olsen!

In general proposal looks good. I agree with 15k on legal memorandum on different activities. It also would be great to have some overall understanding on what we should pay attention when doing different activates (what is potentially allowed and what is not, but not as a list, just main features of such activities).

Review of the agreements. Review of two standard agreements for 5k looks too high, but if you call it “up to”…may be. As i remember we don’t need anything extraordinary, just standard template…

And the last one is 15k for additional matters - very broad definition of additional work. We would prefer to approve something more certain.

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This proposal is not specific enough to warrant my approval. It would be great to see some sort of billable hour breakdown for each activity and an hourly rate associate to each activity. Just like any other contract I’ve signed with other law firms.

Points a. and b. are very specific to reach ~$20,000, and are mandatory legal items to protect the entity as it begins its activities. The remaining $15k is associated with point c., and is the projection of NDC Services Inc. We fully expect there will be unforeseen items that arise either within or outside the scope listed by Carey Olsen. Therefore, it is reasonable to leave this as a buffer due to such unforeseen items in this startup phase.