General Counsel

ABOUT NOOKS Are you seeking an exciting and unique opportunity to grow and support our national security? As a startup, we are offering a limited-time opportunity to be an equity owner in a pioneering new industry. Nooks is pioneering Classified Infrastructure-as-a-Service (CIaaS) to provide government and industry partners with the fastest, most efficient access to classified infrastructure. We are building a nationwide network of accredited classified spaces and systems, ensuring that the best technologies equip our nation’s warfighters. At Nooks, we value innovation, collaboration, and a service-first mindset. ABOUT THE ROLE Nooks is seeking a General Counsel (GC) to serve as a core strategic leader as we scale the world's first nationwide network of classified infrastructure. Reporting directly to the CEO and seated at the executive table, you will build our legal function from the ground up — from strategy through systems. This is a greenfield builder role: there is no existing in-house team, no inherited playbook, and no margin for a compliance-first, risk-averse mindset. You will own the legal architecture that enables Nooks to move fast across a genuinely complex regulatory environment — one where the frameworks are often antiquated, the gray areas are wide, and the stakes are high. Your job is not to default to 'no.' It is to find the path forward. You will know when to execute in-house, when to deploy outside counsel, and why — and you will build the internal infrastructure, workflows, and team to deliver legal as a function the business wants to engage with, not route around. If you are a hungry, growth-oriented legal leader who sees early-stage equity and exponential scale as the opportunity of a career — and you are ready to build something consequential — this is your seat. KEY RESPONSIBILITIES: Serve as primary legal advisor to the CEO and Executive Team; translate complex, often ambiguous regulatory landscapes into clear, actionable business guidance that advances growth rather than constraining it. Design and own the strategy for in-house versus outside counsel execution — determining which competencies to build internally, which to retain externally, and managing outside counsel relationships for cost, quality, and outcomes. Build the legal function from the ground up: hire and develop in-house legal talent; design workflows, tools, and intake processes that allow Operations and Sales to engage with legal efficiently and without friction. Own proactive risk identification and mitigation across Nooks' operational and commercial exposure — particularly product liability and litigation risk stemming from classified infrastructure failure — before claims arise, not after. Develop and implement a novel, company-specific risk management framework; the application at Nooks will not mirror existing industry models and requires original design thinking. Architect and continuously refine compliance programs across CMMC, ITAR, FAR/DFARS, and applicable federal and commercial regulatory regimes; identify gray areas and develop defensible positions that enable innovation. Oversee the end-to-end contract lifecycle for high-stakes customer, vendor, partnership, and government agreements — from drafting through negotiation, execution, and dispute resolution. Lead legal strategy for physical expansion: sophisticated lease negotiations, zoning, and site accreditation compliance across a growing nationwide footprint of classified facilities. Advise the Board of Directors on fiduciary obligations, corporate governance, and evolving compliance standards; manage cap table and all board-level legal materials. Lead legal execution of strategic transactions — investments, joint ventures, financing rounds — ensuring audit-ready status for SEC-level compliance and future M&A activity. Build and protect Nooks' intellectual property (IP) portfolio; manage all litigation strategy and dispute resolution. Partner with People/HR leadership on workforce legal matters: executive agreements, multi-state employment compliance, and policy design as headcount scales. Operate as a genuine executive stakeholder — contributing to company strategy, growth decisions, and board-level conversations beyond the legal lane. THE SKILLSET: 7+ years of progressive legal experience; Big Law foundation followed by meaningful in-house tenure at a high-growth startup or technology company strongly preferred. Proven track record of proactive risk identification and mitigation, particularly in product liability or infrastructure-failure scenarios involving government and/or commercial counterparties. Experience building or materially scaling an in-house legal function, including hiring, structuring, and designing workflows and tools that make legal accessible and efficient for operational and commercial teams. Strong command of corporate finance, equity compensation structures, and governance — including cap table management, board materials, and SEC-adjacent compliance. Player-coach mentality: comfortable owning board-level strategy and granular contract drafting in the same day. High conviction decision-maker under ambiguity. Juris Doctor (JD) from an accredited law school; active member in good standing of the Virginia or DC Bar (or eligible for immediate Corporate Counsel registration). Ability to obtain and maintain a U.S. security clearance; active clearance is a plus but not required at time of hire. Location: National Landing (Arlington, VA); expected onsite 4 days per week with some additional flexibility *In addition to base salary compensation as outlined below, also eligible for discretionary bonus plus equity options. PREFERRED: Deep command of defense and national security regulatory frameworks — Cybersecurity Maturity Model Certification (CMMC), International Traffic in Arms Regulations (ITAR), Federal Acquisition Regulation (FAR)/Defense Federal Acquisition Regulation Supplement (DFARS) — with demonstrated ability to identify gray areas and design workable compliance paths rather than defaulting to prohibition. ELIGIBILITY + CLEARANCE: You must be eligible to work in the U.S. Candidates must be capable of maintaining eligibility up to the Secret level within 45 days of hire.

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