MEMORANDUM OF UNDERSTANDING Pollen Mobile, LLC /, Inc & DeWi DAO Collaboration

Description: The DeWi DAO and Pollen Mobile, LLC /, Inc intend to work together to build a prosperous network. To do that, the respective entities need to be aligned in their goals as well as their opportunities to succeed.

Points of Collaboration

  • The entities will collaborate to align the DeWi DAO’s incentive system with Pollen Mobile, LLCs network coverage strategy. 
  • The entities will collaborate to bring new paying customers into the network and provide those customers with the level and quality of coverage required.
  • All IP relating to the PCN Token, Rewards, NFT Generation, Hardware Provisioning, or anything else dealing with the crypto ecosystem will be transferred into the DeWi DAO.
  • Teams from the two entities will meet (in person or via video call) regularly to discuss current and future strategy. 
  • The agreement will contain a non-compete clause that prevents either entity from operating revenue generating network coverage deals outside of the agreement or operating mobile cores outside of the agreement. 
  • Any revenue related to wireless network coverage will be split between the entities based on the following breakdown (in % of USD revenue):
    - Pollen Mobile, LLC: 10%
    - DeWi DAO: 10%
    - Radio coverage providers: 80%

    When revenue is related to data that passes through the Pollen mobile core, the 80% payment will be processed through the DAOs network incentive structure.

    When revenue is related to data that passes through third party, independently managed and owned mobile cores, the 80% payment will remain with Pollen Mobile, LLC and be paid out to coverage partners based on contracted rates. 

    - The flow of funds may require one or another entity to act as a middleman that pays out to other entities as required. For example, USD payments may flow through Pollen Mobile, LLC which would then distribute them to the other parties as required. 
  • This will be a perpetual contract, with no ability to cut ties unless there are clearly defined legal breaches. The DeWi DAO may not be a US entity, so defining what is a breach of legality needs to be clearly outlined and can not be US specific. They should be breaches of good faith dealings that clearly harm the other party.

Expectations of DeWi DAO

  • DeWi DAO will design and implement a Proof-of-Coverage (PoC) and incentive system that aligns with Pollen Mobile, LLCs strategy.
  • An initial outline of the flow of payments as well as flow of data through is outlined in this preliminary document: Pollen Mobile Foundation Proposal
  • The DeWi DAO team will continue to tweak the incentive system to promote enterprise level coverage. 
  • DeWi DAO will facilitate the onboarding of USD payments into the crypto-currency network as needed. 
  • When necessary for payments, the DeWi DAO will offboard crypto incentives to USD for payments to appropriate parties. 
  • DeWi DAO will require any participating DeWi DAO members (anyone holding the token) to relieve Pollen Mobile, LLC and, Inc. of any legal liability for actions taken prior to the agreement. 
    - This will likely be accomplished by requiring DeWi DAO members to accept a release in order to convert their existing PCN balances to a newly created token, managed by the DeWi DAO.

Expectations of Pollen Mobile, LLC and, Inc. 

  • Pollen Mobile, LLC will provide the DeWi DAO with a 20% equity stake to ensure ongoing collaboration between the two entities. 
    -The stake is calculated as: (Fully Diluted Current Shares / 0.8) * 20% = DeWi DAO Equity Stake
    - The DeWi DAOs shares would have all the rights ascribed to investors in the most recent round of investment, with the exception of any token warrants. 
    - If Pollen Mobile, LLC is not sufficiently split off as a distinct entity from, Inc. then the equity stake would be in the parent company. 
  • Pollen Mobile, LLC will provide a full API into the Pollen Mobile Core.
  • Pollen Mobile, LLC will provide full revenue reports and allow the DeWi DAO to audit any financial records related to network coverage deals. The audit could be handled by either the DeWi DAO directly, or an appointed third party. 
    - Only information on total revenues going into the DeWi DAO will be made available to the wider community.

Timeline for Mutually Agreed MOU

The Pollen DeWi DAO committee is willing to work on this proposal in good faith with Pollen Mobile, LLC and, Inc through February, 24th 2023, with the condition that any counter proposals are made public and a final mutually agreed upon MOU is completed by that date. Until then, the committee members will withhold any legal proceedings and will ask the same of the wider Pollen community. That being said, the community is not beholden to the committee's suggestion until there is a mechanism to release Pollen Mobile, LLC and, Inc of legal liability via participation in the DAO. 

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