b. Advising Integral as to the efficacy and value of potential acquisition targets [cryptocurrency and blockchain technology];
c. Upon the closing of a business combination, providing general business and strategic advice in the areas of it expertise; and
d. Such other services as are reasonably requested by Integral to permit it to consummate a merger with a [Blockchain Merger Partner].
3. Payment.3 As compensation for any and all services Consultant performs for Integral, or any of its affiliates, officers, directors, shareholders, or agents, Integral shall compensate Consultant for Consultants performance of the Services as follows:
a. Monthly Retainer. Integral shall pay Consultant a monthly retainer in the amount of $ ( Dollars) per month on the first day of each month of the Term. Consultant shall bill against the retainer each month at the rate of $ ( Dollars) per hour.
b. Additional Hours. Consultant shall provide an invoice to Integral for the hours it has provided Services, including those hours that exceed ten per month, on the fifth day of the month following the month in which the Services are provided. Integral shall pay Consultants invoice for Services satisfactorily performed by the fifteenth day of the month in which Integral receives the Consultants invoice, or ten days after Integral receives Consultants invoice, whichever is later.
c. Bonus. In the event Integral closes an Initial Business Combination with a [Blockchain Merger Partner] and Consultant has made a Significant Contribution thereto, Consultant shall receive a bonus in the amount of $ (Dollars). Such bonus shall be paid within three business days after the closing of an Initial Business Combination. In the event that Integral closes an Initial Business Combination with a [Blockchain Merger Partner] and Consultant has not made a Significant Contribution thereto, the parties shall negotiate in good faith a reasonable bonus with respect to the transaction, taking account of Consultants contribution, if any, thereto.
d. Expenses. Consultant will bear its own expenses of providing the Services. Integral shall reimburse Consultant for reasonable expenses for interstate or international travel, which expenses must be pre-approved in writing by Integral before being incurred.
4. Consultants Independent Contractor Status. In performing the Services hereunder, Consultant shall be an independent contractor. Nothing in this Agreement shall be deemed to create an employer-employee relationship, partnership, or joint venture, between Consultant and Integral, or any of Integrals affiliates. Consultants employees shall not be eligible to participate in any compensation plan, or any employee benefit plan or program of Integral or any of its affiliates, including, but not limited to, any retirement, pension, profit sharing, group insurance, health insurance or similar plans that have been or may be instituted by Integral for the benefit of its employees. Except as otherwise required by law, Integral shall not withhold any sums from amounts payable to Consultant under of this Agreement for social security or other federal, state or local tax liabilities or contributions or any similar taxes or government contributions, and all such withholdings, liabilities, and contributions shall be solely Consultants responsibility. Consultant shall provide for any workers compensation
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