PROJECT CONSULTING AGREEMENT

FORMLESS CREATURE PROJECT CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made as of

____________________, by and Client, The KaPOW DAO, (the “Client”), and Formless
Creature DAO the Consulting Agency (“Agency”).

1. Consulting Relationship. During the term of this Agreement, the Agency

will provide consulting services to the Client as described on Exhibit A hereto (the
“Services”). The Agency represents that the Agency is duly licensed (as applicable)
and has the qualifications, the experience, and the ability to properly perform the
Services.

(a) The Agency shall use reasonable efforts to perform the Services
such that the results are satisfactory to the Client.

2. Fees. As consideration for the Services to be provided by the Agency and

other obligations, the Client shall pay to the Agency the amounts specified in Exhibit B
hereto at the times specified therein.

3. Expenses. The Agency shall not be authorized to incur on behalf of the

Client any expenses and will be responsible for all expenses incurred while performing
the Services [except as expressly specified in Exhibit C hereto] unless otherwise
agreed to by the Client’s Multisig Members, which consent shall be evidenced in writing
for any such expenses over $1000.00.

(a) As a condition to receipt of reimbursement, the Agency shall be

required to submit to the Client reasonable evidence that the amount involved was both
reasonable and necessary to the Services provided under this Agreement.

4. Term and Termination. The Agency shall serve as an Agency to the

Client for a period commencing on [Date of Signature and Receipt of Deposit Payment
on signature page] with ongoing support post-mint, i.e. continuing defi strategies,
possible SANDBOX Land Development strategies, and contract services for the

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functional lifetime of the DAO, unless otherwise removed from such services by the
DAO through a vote of its membership.

5. Method of Provision of Services. The Agency shall be solely

responsible for determining the method, details, and means of performing the Services.
The Agency may, at the Agency’s own expense, employ or engage the services of such
employees, subcontractors, partners, and/or agents, as the Agency deems necessary to
perform the Services (collectively, the “Assistants”).

(a) The Assistants are not and shall not be considered employees of
the Client, and the Agency shall be wholly responsible for the professional performance
of the Services by the Assistants, such that the results are satisfactory to the Client.

(b) No Authority to Bind Company. The Agency acknowledges and

agrees that the Agency and its Assistants have no authority to enter into contracts that
bind the Client or create obligations on the part of the Client without the prior written
authorization of the Client.

(c) No Benefits. The Agency acknowledges and agrees that the

Agency and its Assistants shall not be eligible for any Client employee benefits and, to
the extent, the Agency otherwise would be eligible for any Client employee benefits but
for the express terms of this Agreement, the Agency (on behalf of itself and its
employees) hereby expressly declines to participate in such Client employee benefits.

(d) Taxes; Indemnification. The Agency shall have full responsibility

for all applicable taxes for all compensation paid to the Agency or its Assistants under
this Agreement, including any withholding requirements that apply to any such taxes,
and for compliance with all applicable labor and employment requirements concerning
the Agency’s self-employment, sole proprietorship, or another form of business
organization, and concerning the Assistants, including state worker’s compensation
insurance coverage requirements and any U.S. immigration visa requirements. The
Agency agrees to indemnify, defend, and hold the Client harmless from any liability for,
or assessment of, any claims or penalties or interest concerning such taxes, labor or
employment requirements, including any liability for, or assessment of, taxes imposed
on the Client by the relevant taxing authorities concerning any compensation paid to the
Agency or its Assistants or any liability related to the withholding of such taxes.

(e) Conflicts with this Agreement. The Agency represents and

warrants that neither the Agency nor any of its Assistants are under any pre-existing
obligation in conflict or in any way inconsistent with the provisions of this Agreement.
The Agency represents and warrants that the Agency’s performance of all the terms of
this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by the Agency in confidence or trust before the commencement of
this Agreement. The Agency warrants that the Agency has the right to disclose and/or
use all ideas, processes, techniques, and other information, if any, which the Agency
has gained from third parties, and which Agency discloses to the Client or uses in the

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course of performance of this Agreement, without liability to such third parties.
Notwithstanding the foregoing, the Agency agrees that the Agency shall not bundle with
or incorporate into any deliveries provided to the Client herewith any third party
products, ideas, processes, or other techniques, without the express, written prior
approval of the Client. The Agency represents and warrants that the Agency has not
granted and will not grant any rights or licenses to any intellectual property or
technology that would conflict with the Agency’s obligations under this Agreement. The
Agency will not knowingly infringe upon any copyright, patent, trade secret, or other
property rights of any former client, employer, or third party in the performance of the
Services.

6. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction, and

performance of this Agreement, and all acts and transactions are pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed, and
interpreted by the laws of the state of California, without giving effect to principles of
conflicts of law.

(b) Entire Agreement. This Agreement sets forth the entire

agreement and understanding of the parties relating to the subject matter herein and
supersedes all prior or contemporaneous discussions, understandings, and
agreements, whether oral or written, between them, relating to the subject matter
hereof.

(c) Amendments and Waivers. No modification of or amendment to

this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing, signed by the parties to this Agreement. No delay or failure to require
performance of any provision of this Agreement shall constitute a waiver of that
provision as to that or any other instance.

(d) Successors and Assigns. Except as otherwise provided in this

Agreement, this Agreement, and the rights and obligations of the parties hereunder, will
be binding upon and to the benefit of their respective successors, assigns, heirs,
executors, administrators, and legal representatives. The Client may assign any of its
rights and obligations under this Agreement. No other party to this Agreement may
assign, whether voluntarily or by operation of law, any of its rights and obligations under
this Agreement, except with the prior written consent of the Client.

(e) Notices. Shall be sent via electronic email to

info@formlesscreature.io, t@formlesscreature.io, j@formlesscreature.io, and
m@formlesscreature.io for any and all official notices.

(f) Severability. If one or more provisions of this Agreement are held

to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. If the parties cannot reach a mutually agreeable and

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enforceable replacement for such provision, then (i) such provision shall be excluded
from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of the Agreement shall be enforceable
by its terms.

(g) Construction. This Agreement is the result of negotiations

between the Agency and the Client have been reviewed by each of the parties hereto
and their respective counsel if any; accordingly, this Agreement shall be deemed to be
the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

(h) Counterparts. This Agreement may be executed in any number of

counterparts, each of which when so executed and delivered shall be deemed an
original, and all of which together shall constitute the same agreement. Digital signature
shall be deemed valid and binding.

(i) Electronic Delivery. The Company may, in its sole discretion,

decide to deliver any documents related to this Agreement or any notices required by
applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any
other electronic means. Agency hereby consents to (i) conduct business electronically,
(ii) receive such documents and notices by such electronic delivery, and (iii) sign
documents electronically and agrees to participate through an online or electronic
system established and maintained by the Company or a third party designated by the
Company.

[Signature Page Follows]

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 The parties have executed this Agreement as of the date first written above.

THE COMPANY:

THE KAPOW DAO

By:
Name:
Title:

Address:

AGENCY:

TYLER MALIN

GENESIS MEMBER AND OPERATING @

FORMLESS CREATURE DAO

(Signature)

Email: t@formlesscreature.io

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 EXHIBIT A

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 EXHIBIT B

COMPENSATION

$38,250 TOTAL FOR SERVICES DESCRIBED ABOVE

⅓ ($12,750 USD) DUE AND OWNING UPON SIGNATURE OR ACCEPTANCE OF THIS AGREEMENT BY
COMMUNITY VOTE

⅓ DUE UPON COMPLETION OF THE MINT-SITE AND APPROVAL OF CONTRACT

⅓ DUE UPON SUCCESSFUL CONTRACT DEPLOYMENT AND MINT.

[ ] For Services rendered by Agency under this Agreement, the Company shall pay Agency
a flat fee in USDC in the equivalent of $38,250.00 USD payable to the DAO ETH Wallet

The DAO Wallet address is 0x43cFEe15175FB0702de52177AB711c1887015c9A

.[ ] Agency shall be paid $12,750.00 upon the execution of this Agreement, $12,750.00 upon
the completion of the Mint-Site and Approval of Contracts, and a final $12,750.00 upon
successful contract deployment and mint.

Formless Creature - The KaPOW DAO

 EXHIBIT C

ALLOWABLE EXPENSES

We do not anticipate billing expenses to the project and agree to request any amounts that may be
required ahead of time rather than setting a minimum amount without such consent.

Formless Creature - The KaPOW DAO