Authorize Advisory Compensation for Canary Capital

Proposals
1

Summary

This proposal seeks DAO approval to authorize the distribution of 50,000 CTX from the DAO treasury to Canary Capital pursuant to an executed advisory agreement with the protocol.

Background

Cryptex is now executing on its strategy to transition from onchain index infrastructure to regulated, U.S.-listed digital asset index products with broad institutional accessibility. This requires alignment across custody, regulatory frameworks, product structure, and institutional distribution. These are all areas where degree, experience, and credibility matter. To support this, Cryptex Finance has engaged Canary Capital in a non-exclusive advisory role to provide high-signal, strategic guidance across regulation, institutional markets, and product positioning. Canary Capital is a premier digital asset investment firm with a track record of steering institutional capital into crypto native products and engaging deeply with market structure, liquidity, and regulatory interfaces.

Their perspective bridges the gap between digital assets and traditional capital markets, providing pragmatic insight that accelerates execution and seeks to reduce strategic risk.

https://www.canary.capital/

The advisory agreement has already been executed to secure engagement and availability. Distribution of DAO-owned CTX remains subject to DAO approval.

Scope of Advisory Services

Canary Capital will provide non-exclusive advisory support, including:

• Periodic strategic advisory calls with protocol leadership

• Guidance on regulatory positioning and institutional alignment

• Feedback on index design, product structure, and market distribution strategy

• Ad hoc support as reasonably requested to support institutional readiness This complements the DAOs existing counsel, advisors, and service provider engagements without transferring control or authority.

Compensation & Vesting

Total Compensation: 50,000 CTX • Vesting Schedule:

• 25,000 CTX after 6 months

• 25,000 CTX after 12 months

Condition: Continued advisory service through each vesting date • Forfeiture: Unvested CTX forfeited upon termination • Distribution: From DAO treasury to Canary Capital.

The advisory agreement defines compensation terms, but no CTX is distributed absent DAO authorization.

Governance Notes

This proposal authorizes the distribution of tokens only

The DAO retains full control of treasury assets, vesting and forfeiture terms protect long-term alignment.

The structure preserves protocol sovereignty while enabling expert guidance

Implementation If approved:

  1. DAO authorizes distribution of up to 50,000 CTX in two disbursements of 25,000 CTX over the next 12 months

    1. Vesting proceeds according to the six-month milestones in the advisory agreement

Transfers executed directly by the DAO

Vote

YES — Authorize distribution of 50,000 CTX to Canary Capital per the advisory agreement

NO — Do not authorize the distribution

Disclaimer: This proposal is submitted for DAO consideration and approval solely for the purpose of authorizing the distribution of DAO owned CTX pursuant to an existing advisory agreement. Nothing in this proposal constitutes investment advice, an offer to sell, or a solicitation to buy any securities or financial instruments. The advisory agreement with Canary Capital defines the scope of services and compensation terms. The DAO retains full discretion over treasury assets and governance decisions. All forward-looking statements are based on current expectations and are subject to change. Execution, regulatory outcomes, and product timelines are not guaranteed.

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Due to the nature of this proposal and given that no transfer is required at this time, after the forum discussion of this proposal if the required endorsements are obtain, we would then move to a snapshot vote for approval. When the time comes to execute the first and second transaction we would automatically initiate a vote to approve the transactions and send the CTX to Canary Capital.

2 Likes
2

While I strongly support the goal of institutionalizing Cryptex, the current time-based vesting schedule risks incentivizing passive advising rather than high-impact execution. To ensure the DAO’s 50,000 CTX results in tangible value, could the team describe how the current agreement guarantees active engagement and high-quality deliverables?

If these specifics aren’t currently defined, would the team consider an alternate strategy that prioritizes performance-based milestones, such as institutional readiness reports or ETP filing progress, over simple time cliffs?

Ensuring Canary acts as a high-performance service provider is essential for protecting treasury resources while scaling the protocol.

2 Likes
3

Thank you for this feedback. Your thoughts are VERY fair and an important governance consideration.

A few clarifications may help frame how the engagement is structured and why a time based vesting model was chosen in this case.

First, Canary is engaging as a strategic advisor, not a service provider or operator. The value we are seeking is senior level judgment, pattern recognition, and institutional perspective across market structure, regulatory posture, and distribution, not discrete deliverables that can be cleanly milestone gated in advance. Much of that value shows up through ongoing dialogue, feedback loops, and course correction rather than singular artifacts. Which is why vesting is sent in six months, not today.

Second, the agreement is intentionally lightweight and reversible:

  • Vesting occurs in two six-month tranches

  • Unvested CTX is forfeited if the engagement is not productive

  • The DAO retains full control over treasury distribution

  • There is no operational authority, governance control, or guaranteed payout absent continued engagement

This creates a natural accountability mechanism without forcing artificial milestones that may not map cleanly to the realities of regulatory and institutional timelines.

Third, performance based milestones tied to outcomes like ETP filings or regulatory progress can be problematic in this context. Many of those outcomes depend on third parties (issuers, regulators, custodians, counsel) and timing outside any single advisor’s control. Conditioning compensation on those outcomes can misalign incentives or unintentionally penalize good advice in a slow or adverse external environment.

That said, we fully agree with the principle behind the concern: advisory engagements SHOULD be high-signal and high-impact. Internally, we hold advisory relationships — including this one — to a high bar based on:

  • Frequency and quality of engagement

  • Strategic usefulness of input

  • Tangible influence on decision-making as Cryptex moves toward listed products

If at any point the engagement is not additive, the structure allows the DAO to stop further vesting.

In short, this proposal reflects a deliberate tradeoff:

  • Preserve flexibility and speed at a critical moment

  • Maintain treasury protection via forfeitable vesting

  • Avoid over-engineering incentives in a domain where outcomes are multi-party and non-linear

We appreciate the feedback and we’ll continue to keep the DAO informed as this advisory relationship progresses. Given what Canary Capital has accomplished this year, we feel comfortable with both their abilities and advice as the protocol gets ready for the next chapter.

4 Likes
4

I share @Mkatx5’s concerns on this proposal. ‘Wisdom’ and strategic guidance are indeed intricate to measure, so to ensure we bridge the gap between ‘time-based vesting’ and ‘performance-based milestones’, I suggest implementing quarterly transparency reports.

These reports do not have to reveal sensitive details, but rather relevant, insightful information covering the areas @Joecryptex highlighted:

This turns any ongoing dialogue into something the DAO can actually acknowledge and value before reaching the 6-month vesting threshold. By doing this, we protect treasury resources while scaling our institutional reach.

3 Likes
5

So long as we have an update of what has been done in the previous 6 months before voting again and plans on what will be done with the 50k ctx (no intention to control what they do, but i am asking what will be done: staking, otc/retail market sales etc), then I will vote in favor

1 Like
6

Can the advisory agreement be shared to give the DAO full details of the scope of services and compensation terms?

If the agreement is already in place with Canary, what happens if this vote is not approved?

I’m supportive of the overall approach and endorse this proposal for vote. I do agree with several other keepers that a periodic update of engagement productivity will be helpful to facilitate the future votes that approve the transfer transactions.

Thanks for the opportunity to review and weigh in.

2 Likes
7

I do support this move IF some type of contract or proof of work can be and will be shown. I don’t want to see us giving away shares for the company to ghost us in any way shape or form.

Please ignore my layman terms.

1 Like
8

I am in agreement with the other keepers, Periodic updates of the engagement should be given.

I endorse this proposal

1 Like
9

@DesertDwelr @umlordpug @WolfOfSesameSt @gordinh0x @Mkatx5

Thank you all for the thoughtful feedback. This is exactly the right level of review, and it’s genuinely appreciated.

I’ll address the questions and suggestions directly below.

Active engagement and accountability

The advisory agreement is structured with a 12-month term and two 6-month vesting checkpoints, creating a natural review cadence for the DAO.

Prior to any second vesting period, core contributors will provide a summary of advisory engagement over the prior six months, including areas of focus, contributions made, and how the relationship is supporting Cryptex’s institutional and product strategy.

While the agreement is time based rather than milestone based, the DAO retains full discretion at each vesting point.

Scope and compensation clarity

The advisory agreement clearly defines both scope of services and compensation. Canary Capital is engaged in a non-exclusive advisory role focused on:

•    Market structure and institutional alignment

•    Product and distribution strategy

•    Regulatory and capital markets perspective

This engagement does not confer operational control.

DAO authorization remains required

Although the advisory agreement defines scope and compensation terms, all CTX referenced are DAO-owned. No CTX will be transferred from the treasury unless and until this proposal is approved and subsequent vesting-related transfers are authorized in accordance with the DAO’s governance process.

For clarity, the first vesting event is not scheduled until June 9, 2026, providing ample time for the community to evaluate advisory engagement and for contributors to report on progress and impact.

If the proposal does not pass

If this proposal is not approved, no CTX will be distributed from the treasury. The DAO retains full control over treasury assets, and core contributors would return with alternative structures or recommendations for consideration.

Execution of vesting transactions

At each vesting milestone, core contributors will initiate a DAO vote (or follow the DAO’s established execution process) to authorize the specific transfer amount.

We are fully supportive of executing this as two separate 25,000 CTX transfers rather than a single distribution.

This structure ensures transparency, oversight, preserves DAO sovereignty, and gives the community sufficient time to assess progress while allowing the protocol to benefit from high signal advisory input where it is most needed at this time for Cryptex Finance.

One additional comment is that in order to avoid doing two votes ( one snapshot and one on chain ) for the same proposal, we will only be voting on chain when the time for the transfers is up, so for know after the discussion period and the gathering of the endorsements, the vote will be put on hold until it’s time to execute.

3 Likes
10

This proposal has my approval.

Canary Capital’s expertise in digital asset market structure, index construction, and institutional execution aligns perfectly with Cryptex’s goals as we move toward production-grade infrastructure and broader market access.

1 Like
11

Hello everyone! We’re happy to drop our first comment as Cryptex delegates.

To begin with, Cryptex is moving into uncharted territory for most crypto projects. It’s one thing to have a strong DeFi presence, a matter well-known to most keepers and the core team, but quite another to engage with institutional players from the TradFi market. That being said, seeking a team capable of advising on custody, regulatory frameworks, product structure, and institutional distribution is a must to move in the right direction. Therefore, we support the idea of relying on Canary Capital as a trusted advisor for this purpose.

When it comes to the agreement terms, we really value keepers’ questions; they hit the right notes. While a milestone-based disbursement may not be the best fit here, we still agree that the DAO must have visibility into the contributions from Canary Capital. In that context, the summary of advisory engagement mentioned by Lcedeno24, to be provided before voting on the second vesting, will be crucial to understanding Canary Capital’s contributions and whether approving the second vesting makes sense for the DAO.

All in all, given Joecryptex’s and Lcedeno24’s clarifications, we support this proposal.

2 Likes
12

YES — I authorize this proposal.

After reviewing the information and the clarifications provided, I believe Canary Capital can bring real value to Cryptex at this stage. And having an experienced advisory team makes sense.

That said, it would be helpful for the DAO to have clearer expectations around

what outcomes we want to see from this advisory engagement, especially before the first vesting of 25,000 CTX after six months. Like clear reference points.

For example:

  • What specific improvements are we aiming for in the first six months?
  • Are we expecting progress in institutional readiness, regulatory positioning, product structure, or market access?
  • How will we qualitatively or quantitatively assess whether this advisory relationship is moving Cryptex in the right direction compared to where we are today?

Having a shared understanding of what “success” looks like at each vesting checkpoint would make it easier for delegates to evaluate the advisory contribution and support future distributions.

Overall, I support this proposal and see Canary Capital as a strong strategic fit for Cryptex.

3 Likes
13

We support this proposal.

If we’re serious about moving into the institutional space and getting U.S.-listed products off the ground, we need a partner like Canary Capital that actually understands the regulatory and market structures over there. It’s a bit of a bridge between our DeFi and the TradFi space.

I was initially a little curious about how we’d hold them accountable, but all in all, given @Joecryptex and @Lcedeno24 ’s clarifications, I’m fully behind this. The fact that they broke it into two 6-month checkpoints and promised a summary of the work done before the second payout makes us feel way more confident about it. It keeps the DAO in the driver’s seat while giving us access to high-level strategic advice when we need it most.

1 Like