**DAO Resolution for the purpose of retaining Perkins Coie LLP as counsel for the limited purposes of the Lawsuit (defined herein) and appointing Samar Law as the authorized representative of MakerDAO for the limited purposes of the Lawsuit.**

**Background**

On October 5, 2022, True Return Systems LLC (“True Return”) filed a lawsuit against MakerDAO in the United States District Court for the Southern District of New York (“New York Court”), Case No. 1:22-cv-08478 (the “Lawsuit”).  In the Lawsuit, True Return asserts that MakerDAO has infringed U.S. Patent 10,025,797. MakerDAO has not appeared in the Lawsuit. True Return filed a motion for default judgment against MakerDAO in which True Return seeks damages of more than $17 million USD.
On June 21, 2023, the New York Court issued an order (the “Order”) requiring that MakerDAO retain counsel.  If MakerDAO does not retain counsel, then it is possible that MakerDAO would be subject to adverse consequences.  For example, the New York Court could enter a default judgment against MakerDAO.

Accordingly, representatives of MakerDAO have engaged in discussions with U.S. counsel regarding possible representation to comply with the Order.  Following these discussions, this proposal recommends that MakerDAO retains the firm of Perkins Coie LLP for the limited purposes of the Lawsuit and direct Perkins Coie LLP to enter an appearance in the Lawsuit.
 
In addition, in order to ensure that Perkins Coie LLP can effectively represent MakerDAO’s interest in the Lawsuit, this proposal also recommends that MakerDAO appoints Samar Law as the representative of MakerDAO for the limited purposes of the Lawsuit, with full power and authority to make decisions with respect to the Lawsuit on behalf of MakerDAO and to provide instructions to Perkins Coie on behalf of MakerDAO in the Lawsuit, including with respect to material decisions to participate in, appeal, continue, or terminate the Lawsuit. Samar Law will act in accordance with the [Maker Atlas](https://mips.makerdao.com/mips/details/MIP101) and the scopes defined by The Atlas and will create a special purpose entity for purposes of carrying out the mandate of this DAO Resolution.

The purpose of this DAO Resolution is to (1) retain Perkins Coie LLP as counsel for MakerDAO for the limited purposes of the Lawsuit, and (2) appoint Samar Law as the representative of MakerDAO for the limited purposes of the Lawsuit, with full power and authority to make decisions with respect to the Lawsuit on behalf of MakerDAO, to create a special purpose entity for purposes of carrying out the mandate of this DAO Resolution, and to provide instructions to Perkins Coie on behalf of MakerDAO in the Lawsuit.