IMPORTANT: PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE PROCEEDING. BY SIGNING THIS DOCUMENT ELECTRONICALLY THROUGH DOCUSIGN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN. THIS AGREEMENT CONTAINS A BROAD RELEASE OF LEGAL CLAIMS.
PLAIN-LANGUAGE SUMMARY - WHAT THIS AGREEMENT MEANS
This summary is provided for your convenience. It is not a substitute for reading the full Agreement, and the full Agreement controls.
- You are converting your ndau tokens into REVO tokens at a rate of 1 ndau for 6.872 REVO.
- In exchange for receiving REVO tokens, you are agreeing to give up (release) any legal claims you might have relating to ndau, the conversion, and the REVO ecosystem against the people and companies listed in this Agreement.
- This release covers claims you know about and claims you may not know about yet.
- The claims you are giving up include claims that your ndau tokens were securities and claims that you were misled or that something was misrepresented to you when you acquired them. This is broad and includes claims relating to how you originally obtained your ndau tokens, not only the conversion.
- You must sign this Agreement to receive REVO tokens. If you do not sign, you will not receive REVO tokens.
- Signing is voluntary, permanent, and cannot be undone.
- You should consider seeking independent legal advice before signing.
Effective Date: The date on which Releasor’s electronic signature is applied to this Agreement through DocuSign, as recorded in the DocuSign Certificate of Completion.
SECTION 1 - PARTIES
1.1 RELEASOR “Releasor” means the individual or entity identified in the signature block and in Exhibit A to this Agreement, who executes this Agreement by electronic signature through DocuSign, and who holds ndau tokens being converted to REVO tokens pursuant to the BPC DAO Conversion Proposal.
1.2 RELEASEES “Releasees” means, collectively, each of the following individuals and entities, together with their respective predecessors, successors, assigns, affiliates, subsidiaries, parent companies, officers, directors, employees, agents, representatives, shareholders, members, managers, partners, advisors, attorneys, and insurers:
(a) The Axiom Foundation, an Isle of Man foundation, and all of its council members, officers, employees, agents, and representatives in all capacities;
(b) Oneiro NA, Inc., a Delaware corporation, and all of its officers, directors, employees, agents, and representatives in all capacities;
(c) Amplify Digital / npayme Labs, and all of its officers, directors, employees, agents, and representatives in all capacities;
(d) Revolution Association, and all of its officers, directors, employees, agents, and representatives in all capacities;
(e) Amplify Labs, and all of its officers, directors, employees, agents, and representatives in all capacities;
(f) BPC DAO, and all of its council members, officers, employees, agents, and representatives in all capacities;
(g) Robert O. Frasca, individually and in all capacities in which he has acted, including but not limited to his roles and activities in connection with Oneiro, Cosimo Ventures, Cosimo Digital, ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project;
(h) John Lester, individually and in all capacities in which he has acted, including but not limited to his roles and activities in connection with Oneiro, ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project;
(i) Ken Lang, individually and in all capacities in which he has acted, including but not limited to his roles and activities in connection with Cosimo Ventures, Cosimo Digital, ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project;
(j) Ciaran Hynes, individually and in all capacities in which he has acted, including but not limited to his roles and activities in connection with Oneiro, Cosimo Ventures, Cosimo Digital, ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project;
(k) Cosimo Ventures, in all capacities in which it has acted in connection with ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project, together with its predecessors, successors, assigns, affiliates, subsidiaries, officers, directors, employees, agents, and representatives;
(l) Cosimo Digital, in all capacities in which it has acted in connection with ndau, the Revolution Network, Amplify Digital, Amplify Labs, the BPC DAO, or any related entity or project, together with its predecessors, successors, assigns, affiliates, subsidiaries, officers, directors, employees, agents, and representatives;
(m) Any and all entities that, by or on behalf of, or under written agreement with, any Releasee named in subsections (a) through (l) above, were directly involved in the core technical infrastructure, protocol development, software engineering, blockchain architecture, network management, or governance of the ndau blockchain, the Revolution Network, or the Amped.Bio platform, in each case solely in such technical, development, or management capacity.
1.3 EXCHANGE PURCHASER “Exchange Purchaser” means a Releasor who acquired ndau tokens on a digital asset exchange, trading platform, over-the-counter market, peer-to-peer marketplace, decentralized exchange, or any other secondary market channel, or by gift, inheritance, or any other means not involving a direct contractual relationship with any Releasee, rather than directly from a Releasee.
1.4 ndau COLLECTIVE “ndau Collective” means the founders, contributors, and entities responsible for the original design, development, and issuance of ndau, including The Axiom Foundation and Oneiro NA, Inc.
1.5 EAI “EAI” means the Ecosystem Alignment Incentive program associated with holding ndau tokens, together with any staking rewards thereunder, in each case designed as a mechanism to incentivize ecosystem participation and alignment among ndau holders and not as a yield, return on investment, dividend, profit distribution, or financial return of any kind.
1.6 CONVERSION WINDOW “Conversion Window” means the period of six (6) months following approval of the BPC DAO Conversion Proposal during which Releasor may execute this Agreement and complete the Conversion, after which the ndau blockchain will be shut down and unconverted ndau tokens will be burned as described in Section 2.9.
SECTION 2 - BACKGROUND AND RECITALS
2.1 ndau was created in 2015 and its MainNet blockchain launched in 2019, growing to over 10,000 wallet addresses worldwide.
2.2 The BPC DAO has proposed and approved a governance proposal and vote to transition the ndau ecosystem to the Revolution Network, a Layer 2 blockchain built on ZKSync and secured by Ethereum, designed for the creator economy and Real World Asset (RWA) tokenization (such proposal, as approved by the governance vote, the “BPC DAO Conversion Proposal”). The BPC DAO Conversion Proposal sets forth the complete terms of the transition, including the conversion rate, the Conversion Window, the termination of EAI, and the shutdown of the ndau blockchain.
2.3 Pursuant to the approved BPC DAO Conversion Proposal, Releasor desires to convert their ndau tokens to REVO tokens at a fixed conversion rate of 1 ndau = 6.872 REVO (the “Conversion”).
2.4 Releasor acknowledges that as a condition of and consideration for the Conversion, Releasor agrees to release all claims against the Releasees as set forth herein.
2.5 Releasor has had adequate time and opportunity to seek independent legal advice prior to executing this Agreement and has either done so or voluntarily waived such opportunity.
2.6 HOLDER CLASSES AND VERSION APPLICABILITY. This version of the General Release and Waiver of Claims is designed for ndau holders generally, including but not limited to: (a) holders who entered into a Contribution Agreement or any other agreement with The Axiom Foundation in connection with the acquisition of ndau tokens; (b) holders who entered into a Purchase and Sale Agreement or any other agreement with Oneiro NA, Inc. in connection with the acquisition of ndau tokens; (c) holders who acquired ndau tokens on a digital asset exchange, trading platform, over-the-counter market, peer-to-peer marketplace, decentralized exchange, or any other secondary market channel; or (d) holders who acquired ndau tokens by gift, inheritance, or any other means.
By executing this Agreement, Releasor agrees that the releases set forth herein extend to the parties named as Releasees in Section 1.2, and that the releases herein are intended to be fully binding and applicable to Releasors regardless of the precise channel through which they acquired their ndau tokens.
2.7 SELF-CONTAINED AGREEMENT. This Agreement is intended to be fully self-contained and operative as a standalone document. Releasor acknowledges that the enforceability of this Agreement does not depend upon, and shall not be conditioned upon, the existence of any prior contractual relationship between Releasor and any Releasee. All representations, warranties, acknowledgments, and releases set forth herein are made by Releasor as fresh, independent commitments as of the Effective Date, regardless of whether similar commitments were made in any prior agreement.
2.8 CONSIDERATION AND CONDITIONALITY OF CONVERSION.
(a) CONSIDERATION FOR THIS AGREEMENT: The sole and sufficient consideration for Releasor’s execution of this Agreement and all releases, waivers, and obligations set forth herein is the right to participate in the Conversion and receive REVO tokens in exchange for Releasor’s ndau tokens at the fixed conversion rate of 1 ndau = 6.872 REVO (the “Conversion Consideration”). Releasor acknowledges and agrees that the Conversion Consideration constitutes good, valuable, and sufficient legal consideration for all purposes, and that Releasor would not be entitled to receive REVO tokens or participate in the Conversion without first executing this Agreement.
(b) RELEASE IS A MANDATORY CONDITION PRECEDENT TO CONVERSION: Releasor expressly acknowledges and agrees that:
(i) Execution of this Agreement is a mandatory condition precedent to Releasor’s right to participate in the Conversion and receive REVO tokens. No REVO tokens will be delivered to Releasor, and no Conversion will be processed on Releasor’s behalf, unless and until Releasor has executed this Agreement by electronic signature through DocuSign;
(ii) The Conversion Window is open for a period of six months following approval of the BPC DAO Conversion Proposal. Releasor understands that failure to execute this Agreement and complete the Conversion prior to the close of the Conversion Window will result in Releasor’s ndau tokens having no convertible value, and that no Releasee shall bear any liability for Releasor’s failure to act within the Conversion Window;
(iii) Receipt by Releasor of REVO tokens following execution of this Agreement shall constitute presumptive evidence that adequate consideration has passed to Releasor in exchange for all releases and obligations set forth herein; and
(iv) Releasor has independently evaluated the Conversion Consideration and determined it to be fair, adequate, and sufficient in exchange for all claims released herein, including unknown claims.
(c) NO OBLIGATION TO CONVERT: Releasor’s participation in the Conversion is entirely voluntary. However, Releasor acknowledges that the only means by which Releasor may receive REVO tokens is by executing this Agreement and completing the Conversion during the Conversion Window, and that choosing not to execute this Agreement means Releasor will not receive REVO tokens or any other compensation in connection with the Conversion.
(d) ACKNOWLEDGMENT OF RECEIPT OF CONSIDERATION: By executing this Agreement, Releasor irrevocably acknowledges:
(i) that Releasor has received or will receive the Conversion Consideration as a direct result of executing this Agreement;
(ii) that such consideration is adequate and sufficient for all purposes, including the release of unknown claims; and
(iii) that, except as provided in Sections 4.15 and 8.21, Releasor shall not contest the sufficiency or adequacy of the Conversion Consideration in any proceeding, arbitration, or other forum.
(e) CALIFORNIA AND STATUTORY UNKNOWN CLAIMS WAIVER: To the extent Releasor is subject to the laws of California or any jurisdiction imposing additional requirements for the release of unknown claims, Releasor expressly waives the benefits of California Civil Code Section 1542, which provides: a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known, would have materially affected their settlement with the debtor or released party. Releasor further waives any analogous statutory protections under the laws of any other jurisdiction. Releasor acknowledges that the Conversion Consideration constitutes adequate and independent consideration for this waiver.
(f) RECIPROCAL UNDERTAKING TO DELIVER REVO TOKENS: In consideration of, and as a reciprocal undertaking for, the releases and covenants granted by Releasor herein, upon Releasor’s valid execution of this Agreement by electronic signature through DocuSign within the Conversion Window, the Conversion Administrator shall cause the Conversion to be processed and the corresponding REVO tokens to be delivered to Releasor in accordance with the BPC DAO Conversion Proposal and the conversion process described in Section 2.9. For purposes of this Agreement, “Conversion Administrator” means Oneiro NA, Inc., a Delaware corporation, which, by resolution by a recital in the BPC DAO Conversion Proposal providing that its deployment and operation of the Conversion Smart Contract constitutes its acceptance of this undertaking, accepts and undertakes the obligations of this Section 2.8(f) as a Releasee and party to this Agreement for that purpose. Releasor acknowledges that REVO tokens are designed to provide access to and utility within the Revolution Network ecosystem, including features, programs, and functionality made available from time to time by or through the Revolution Network, and that the right to receive REVO tokens therefore constitutes new and valuable consideration and is not merely a substitution for ndau tokens. This undertaking is subject to Section 2.9 (including the smart contract and force majeure risks acknowledged herein), and no Releasee guarantees any particular value, price, functionality, or performance of REVO tokens.
SECTION 2.9 — CONVERSION MECHANICS AND PROCESS ACKNOWLEDGMENT
(a) CONVERSION PROCESS: The Conversion of ndau tokens to REVO tokens may be effected manually, programmatically, through one or more smart contracts, or through another administrative or blockchain-based process designated by the Conversion Administrator. Releasor acknowledges that the Conversion Administrator may use blockchain records, historical account records, wallet information, screenshots, transaction records, supporting databases, identity verification information, or other reasonably reliable evidence to verify ownership and balances and to administer the Conversion.
(b) TECHNOLOGY AND PROCESS RISK: Releasor understands and accepts the risks inherent in blockchain-based and digital-asset processes, including, where applicable, the risk of software errors, smart-contract errors or vulnerabilities, failed transactions, network congestion, network outages, wallet errors, incorrect addresses, database or administrative errors, cybersecurity incidents, or other technical malfunctions. No Releasee guarantees uninterrupted or error-free operation of any blockchain, software, smart contract, wallet, database, or other system used in connection with the Conversion.
(c) HISTORICAL RECORD KEEPING: Releasor acknowledges that records of ndau holdings and the Conversion are maintained in a supporting database for historical record keeping purposes, and that such records may be used to administer and verify the Conversion.
(d) SHUTDOWN OF NDAU CHAIN AND TOKEN BURN: Releasor acknowledges and agrees that, following the close of the Conversion Window, the ndau blockchain will be shut down and discontinued, and all ndau tokens will be permanently burned, rendered non-transferable, and of no further value or utility. Releasor understands that any ndau tokens not converted to REVO tokens during the Conversion Window will be permanently and irretrievably lost, and that no Releasee shall bear any liability for ndau tokens that are not converted prior to the close of the Conversion Window.
(e) NO REMEDY FOR UNCONVERTED TOKENS: Releasor acknowledges that the sole method to preserve any value associated with ndau tokens is to complete the Conversion during the Conversion Window in accordance with this Agreement, and that failure to do so results in the permanent loss of such tokens without recourse against any Releasee.
2.10 ORIGINAL DISTRIBUTION FRAMEWORK.
(a) DISTRIBUTION UNDER EXEMPTIONS: Releasor acknowledges that the original distribution of ndau tokens by The Axiom Foundation (the “Operator”) was conducted pursuant to written Contribution Agreements and related instruments, and was structured to rely on available exemptions from registration under applicable securities laws, including Regulation D under the U.S. Securities Act of 1933 for sales to U.S. persons who represented that they were accredited investors, and Regulation S for sales to non-U.S. persons. The original distribution was also subject to lock-up periods and transfer restrictions as set forth in the applicable Contribution Agreements and distribution terms.
(b) SCOPE OF THIS ACKNOWLEDGMENT: This Section 2.10 describes only the original distribution of ndau tokens by the Operator. It does not describe, characterize, or address any subsequent resale, transfer, marketing, or distribution of ndau tokens by any third party, including any distributor or reseller, or any acquisition of ndau tokens on a secondary market or exchange.
(c) NO CONCESSION OF SECURITIES STATUS: Nothing in this Section 2.10 constitutes an admission or concession that ndau tokens were or are securities. The original distribution framework is described solely to acknowledge that, to the extent ndau tokens were ever deemed to be securities, the Operator’s original distribution was conducted in reliance on available exemptions from registration.
SECTION 3 - GENERAL RELEASE OF ALL CLAIMS
3.1 FULL AND FINAL RELEASE In consideration of the right to participate in the Conversion and receive REVO tokens pursuant to the BPC DAO Conversion Proposal, which right is expressly conditioned upon and shall not arise until Releasor executes this Agreement, and which Releasor hereby acknowledges constitutes good, valuable, and sufficient consideration for all releases set forth herein, the receipt and adequacy of which are hereby irrevocably acknowledged, Releasor, on behalf of themselves and their heirs, executors, administrators, legal representatives, successors, and assigns, hereby fully, finally, and irrevocably RELEASES, ACQUITS, and FOREVER DISCHARGES each of the Releasees from any and all claims, demands, actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, damages, losses, costs, expenses, and liabilities of any kind or nature whatsoever, whether known or unknown, whether in law or equity, whether based in contract, tort, statute, regulation, common law, or any other legal theory, arising from, relating to, or connected with:
(a) PRIOR ndau CLAIMS: Any and all matters arising out of or relating to Releasor’s acquisition, holding, staking, transfer, earning of Ecosystem Alignment Incentive (EAI) rewards, or any other activity involving ndau tokens at any time prior to the Effective Date, including but not limited to:
(i) ACQUISITION AND PURCHASE: Any claims arising from or related to the price, consideration, or terms under which Releasor acquired ndau tokens, including any alleged misrepresentation, omission, or misleading statement made in connection with such acquisition, whether made in the ndau whitepaper, original design documentation, marketing materials, prospectus, or any other communication by any member of the ndau Collective, the Axiom Foundation, Oneiro, or any other Releasee;
(ii) ORIGINAL DOCUMENTATION AND REPRESENTATIONS: Any claims arising from representations, promises, projections, or statements of future intent contained in the ndau whitepaper, technical papers, design specifications, roadmaps, pitch materials, or any other founding or governing documents of the ndau ecosystem, whether or not such representations were ultimately fulfilled;
(iii) LOSS OF VALUE: Any claims based on the purchase price paid for ndau tokens, any alleged loss of value, any failure of ndau tokens to maintain or increase in value, any decline in market price, or any difference between the price paid by Releasor and the value of REVO tokens received upon Conversion;
(iv) GOVERNANCE AND VOTING: Any claims arising from BPC DAO governance decisions, votes, proposals, or actions taken or not taken at any time during the operation of the ndau ecosystem, including any claim that governance processes were improperly conducted, that Releasor’s voting rights were impaired, that delegated voting was improperly administered, or that any governance outcome was unfair, improper, or damaging to Releasor’s interests;
(v) TECHNICAL FAILURES AND NETWORK OPERATIONS: Any claims arising from any technical failure, outage, bug, error, vulnerability, or malfunction of the ndau blockchain, ndau wallet application, or any related software or infrastructure, including but not limited to failed transactions, inaccessible wallets, lost or delayed EAI payments, incorrect balances, or any loss of tokens or value resulting from technical causes;
(vi) TRANSFER RESTRICTIONS AND LOCK-UP PERIODS: Any claims arising from any restriction, lock-up period, transfer limitation, or condition that prevented or delayed Releasor from selling, transferring, or otherwise disposing of ndau tokens at any time, including any claim that such restrictions caused financial loss or constituted an unlawful restraint on alienation;
(vii) REGULATORY AND SECURITIES CLAIMS: Any claims arising from any allegation that ndau tokens constituted an unregistered security, investment contract, or financial instrument under any applicable law, including the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, or any equivalent legislation in any other jurisdiction, and any claims arising from the manner in which ndau tokens were offered, sold, or distributed in any jurisdiction worldwide. Nothing in this subsection constitutes an admission or concession that ndau tokens were or are securities; this release applies to the extent it is alleged or determined that ndau tokens were securities or financial instruments. The release of securities-law claims in this subsection is in all respects subject to, and governed by, Section 3.4 (including the savings clause and accrued-claims limitation in Section 3.4(b) and the conditional treatment of Conversion-related claims in Section 3.4(d));
(viii) ECOSYSTEM ALIGNMENT INCENTIVE AND STAKING REWARDS: Any claims arising from the calculation, payment, withholding, termination, or modification of EAI or any staking rewards associated with holding ndau tokens at any time, including claims arising from the termination of EAI upon approval of the BPC DAO Conversion Proposal. For the avoidance of doubt, EAI and staking rewards were designed as ecosystem participation incentives and were not yield, investment return, or profit of any kind;
(ix) DESIGN, ISSUANCE, AND TOKENOMICS: Any claims related to the design, architecture, issuance schedule, supply cap, monetary policy, or tokenomics of ndau tokens, including any claim that such design features were flawed, misrepresented, or caused harm to Releasor; and
(x) PRESENTATIONS, WEBINARS, MEETINGS, AND AMAS: Any and all claims arising from any presentation, public appearance, investor meeting, community meeting, webinar, AMA (Ask Me Anything), video recording, live stream, podcast appearance, social media post, or any other public or private communication made by Robert O. Frasca, John Lester, Ken Lang, Ciaran Hynes, or any other Releasee, whether acting in an individual capacity or on behalf of any Releasee entity, at any time, in connection with ndau, the Revolution Network, REVO tokens, Amplify Digital, Amped.Bio, the BPC DAO, or any related project or entity, including but not limited to any statement, representation, projection, forecast, opinion, or expression of intent made during any such communication, whether or not such statements were accurate, complete, or ultimately fulfilled, and regardless of the medium, platform, or format through which such communications were made; and
(xi) GENERAL ndau ECOSYSTEM: Any and all other claims of any nature arising from Releasor’s participation in the ndau ecosystem in any capacity prior to the Effective Date, including claims against the ndau Collective, the Axiom Foundation, Oneiro, or any other Releasee in connection with any aspect of the ndau project;
(b) EXCHANGE AND SECONDARY MARKET PURCHASE CLAIMS: Any and all claims arising out of or in any way connected to Releasor’s acquisition of ndau tokens on any digital asset exchange, trading platform, over-the-counter market, peer-to-peer marketplace, decentralized exchange, or any other secondary market channel, including but not limited to:
(i) EXCHANGE PLATFORM CLAIMS: Any claims arising from the listing, trading, pricing, availability, or delisting of ndau tokens on any digital asset exchange or trading platform, including any claim that any Releasee had any obligation to maintain or support the listing of ndau tokens on any exchange, or that any Releasee influenced or should have influenced the price at which ndau tokens were traded on any exchange;
(ii) MARKET PRICE AND VALUE CLAIMS: Any claims arising from the market price of ndau tokens at the time of Releasor’s purchase on any exchange or secondary market, including any claim that any Releasee was responsible for, manipulated, or should have disclosed information affecting the market price of ndau tokens at the time of Releasor’s acquisition;
(iii) INFORMATION ASYMMETRY CLAIMS: Any claims arising from any alleged failure by any Releasee to disclose information that may have been material to Releasor’s decision to purchase ndau tokens on a secondary market or exchange, including any claim that any Releasee had a duty to disclose such information to secondary market purchasers who had no direct contractual relationship with any Releasee;
(iv) EXCHANGE LIQUIDITY AND ACCESS CLAIMS: Any claims arising from the availability, liquidity, or accessibility of ndau tokens on any exchange or secondary market, including any claim arising from the inability to sell, transfer, or trade ndau tokens on any exchange at any particular time or price; and
(v) POST-PURCHASE COMMUNICATIONS CLAIMS: Any claims arising from communications, announcements, governance decisions, or other actions taken by any Releasee after Releasor’s acquisition of ndau tokens on a secondary market or exchange, to the extent such actions affected the value, utility, or transferability of Releasor’s ndau tokens;
(c) THE CONVERSION: Any and all matters arising out of or relating to the BPC DAO Conversion Proposal, the governance vote, the conversion process, the conversion rate of 1 ndau = 6.872 REVO, the six-month conversion window, the termination of EAI, the shutdown of the ndau blockchain, or any aspect of the transition from ndau to REVO tokens;
(d) VALUE AND CHARACTERIZATION: Any and all claims based on any expectation regarding the value, utility, or prospects of ndau tokens or REVO tokens, any alleged loss of value, or any alleged misrepresentation regarding the value or utility of ndau tokens or REVO tokens; and, subject in all respects to Section 3.4, any claim that ndau tokens or REVO tokens constitute securities, investment contracts, or financial instruments;
(e) COMMUNICATIONS: Any and all claims arising from any communications, announcements, updates, or disclosures made by any Releasee to ndau holders at any time, including but not limited to emails, Telegram messages, website content, or any other medium.
3.2 UNKNOWN CLAIMS Releasor expressly acknowledges that this Release extends to all claims of every nature and kind, known or unknown, suspected or unsuspected. Releasor expressly waives any and all rights and benefits which may be available under any applicable law providing that a general release does not extend to claims which the releasing party does not know or suspect to exist in their favor at the time of executing the release. Releasor acknowledges that they may hereafter discover facts different from, or in addition to, those which they now know or believe to be true with respect to the matters released herein, and agrees that this Release shall be and remain effective in all respects notwithstanding any such different or additional facts.
3.3 NO PENDING CLAIMS Releasor represents and warrants that they have not filed, and agree not to file, any claim, lawsuit, or proceeding against any Releasee with respect to any matter covered by this Release.
SECTION 3.4 - SECURITIES LAW RELEASE AND REPRESENTATIONS
3.4 COMPREHENSIVE SECURITIES LAW RELEASE.
NOTICE: THIS SECTION CONTAINS A RELEASE OF POTENTIAL SECURITIES LAW CLAIMS. PLEASE READ CAREFULLY. THIS RELEASE COVERS PRIVATE CLAIMS BETWEEN RELEASOR AND RELEASEES ONLY AND DOES NOT PURPORT TO RELEASE ANY GOVERNMENTAL, REGULATORY, OR ENFORCEMENT ACTION BY ANY SECURITIES REGULATOR OR GOVERNMENTAL AUTHORITY, WHICH RIGHTS CANNOT BE WAIVED BY PRIVATE AGREEMENT.
(a) BACKGROUND, CHARACTERIZATION, AND KNOWING SETTLEMENT: Releasor acknowledges that ndau was designed, developed, and distributed as a utility token and not as a security, investment contract, or financial instrument. ndau did not conduct an Initial Coin Offering (ICO) or any equivalent public securities offering. The Ecosystem Alignment Incentive (EAI) program was designed as a mechanism to incentivize ecosystem participation and alignment among ndau holders, and was not characterized, marketed, or intended by any Releasee as a yield, return on investment, dividend, profit distribution, or financial return of any kind. Releasor acknowledges having been informed of these characterizations and represents that they understood the nature and intent of EAI as an ecosystem participation incentive at the time of acquiring ndau tokens. Releasor further acknowledges and agrees that: (1) the regulatory status of ndau tokens under applicable securities laws is uncertain and has been the subject of differing views, such that an actual or apparent dispute exists or may exist as to whether ndau tokens were or are securities;
(2) Releasor may hold, or may in the future assert, claims under securities or similar laws arising from Releasor’s acquisition or holding of ndau tokens; and (3) in entering into this Agreement and accepting the Conversion Consideration, Releasor is knowingly, voluntarily, and for valuable consideration settling, compromising, and releasing all such claims, whether known or unknown, that have accrued or arisen on or before the Effective Date, with the intent that this Agreement operate as a bona fide settlement and compromise of those claims and not as a prospective waiver of any unaccrued right.
(b) RELEASE OF PRIVATE SECURITIES LAW CLAIMS (ORIGINAL ACQUISITION AND HOLDING): To the fullest extent permitted by applicable law, Releasor hereby releases, waives, and forever discharges each of the Releasees from any and all private claims, causes of action, and liabilities that have accrued or arisen on or before the Effective Date, arising under or in connection with any securities law, financial instruments regulation, digital assets regulation, or any equivalent legislation in any jurisdiction worldwide, in each case to the extent arising from or relating to Releasor’s acquisition, holding, or disposition of ndau tokens. This Section 3.4(b) is intended to operate as a release and settlement of accrued claims and not as a prospective waiver of compliance with any securities law; nothing herein shall be construed as a waiver of any provision of the U.S. federal securities laws to the extent such a waiver would be void under Section 14 of the Securities Act of 1933 or Section 29(a) of the Securities Exchange Act of 1934. The release in this Section 3.4(b) is separate from, and independently enforceable and severable from, the release in Section 3.4(d) concerning the Conversion, and shall remain in full force and effect regardless of the validity or enforceability of Section 3.4(d). Subject to the foregoing, the claims released include but are not limited to:
(i) US FEDERAL SECURITIES LAWS: Any private claim arising under the United States Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or any rule or regulation promulgated thereunder, including but not limited to: (A) any claim that ndau tokens constituted unregistered securities or investment contracts, whether acquired directly from any Releasee or on a secondary market, exchange, or trading platform; (B) any claim that any Releasee acted as an unregistered broker-dealer, investment adviser, underwriter, or exchange in connection with ndau; (C) any claim arising from any alleged material misstatement or omission in connection with the offer, sale, or secondary market trading of ndau tokens; (D) any claim that any Releasee had disclosure obligations to secondary market purchasers or Exchange Purchasers under Section 10(b) of the Securities Exchange Act of 1934 or Rule 10b-5 promulgated thereunder, or any equivalent provision. For the avoidance of doubt, any claim that the Conversion to REVO tokens or the issuance of REVO tokens constitutes a new or separate unregistered securities offering, exchange, or transaction is addressed solely by Section 3.4(d) and is not released under this Section 3.4(b);
(ii) US STATE SECURITIES LAWS: Any private claim arising under the securities or blue sky laws of any state or territory of the United States, including but not limited to any claim that ndau tokens were offered or sold in violation of state registration or qualification requirements, or that any Releasee acted as an unregistered securities dealer, agent, or investment adviser under applicable state law;
(iii) COMMODITY LAWS: Any private claim arising under the Commodity Exchange Act or any rule or regulation of the Commodity Futures Trading Commission (CFTC), including any claim that ndau tokens constituted a commodity, commodity interest, or derivative instrument subject to CFTC jurisdiction;
(iv) INTERNATIONAL SECURITIES AND DIGITAL ASSET REGULATIONS: Any private claim arising under the securities, financial instruments, or digital asset laws or regulations of any jurisdiction outside the United States, including but not limited to: (A) the EU Markets in Crypto-Assets Regulation (MiCA) or any predecessor or successor regulation; (B) the UK Financial Services and Markets Act 2000 or FCA regulations; (C) the Australian Corporations Act 2001 or ASIC regulations; (D) the Canadian Securities Act or any provincial securities legislation; (E) any equivalent law or regulation in any other jurisdiction in which Releasor is located, domiciled, or subject to law; and
(v) EAI AND STAKING REWARDS: Any private claim arising from the Ecosystem Alignment Incentive (EAI) program or any staking rewards associated with holding ndau tokens, including any claim that EAI or staking rewards constituted a security, dividend, profit distribution, investment return, or financial instrument under any applicable law or regulation, in any jurisdiction worldwide. Releasor expressly acknowledges and agrees that EAI and staking rewards were ecosystem participation incentives and not investment returns, yields, or profits of any kind, and waives any claim to the contrary.
(c) RELEASOR’S SECURITIES LAW REPRESENTATIONS: Releasor hereby represents, warrants, and acknowledges that:
(i) OPPORTUNITY TO EVALUATE RISK: Releasor had the opportunity, prior to acquiring ndau tokens and prior to executing this Agreement, to evaluate the risks associated with acquiring and holding ndau tokens, including the risk that ndau tokens could be characterized as securities by a regulatory authority, and to seek independent professional and legal advice regarding those risks. Releasor accepts the risks associated with ndau tokens and the Conversion;
(ii) NO RELIANCE ON UTILITY CHARACTERIZATION: Releasor did not rely solely on any Releasee’s characterization of ndau as a utility token in making the decision to acquire ndau tokens. Releasor conducted its own independent assessment of the regulatory status of ndau tokens, including seeking independent legal advice if Releasor deemed appropriate, and made an informed decision to acquire ndau tokens with full awareness of the regulatory uncertainty surrounding digital tokens;
(iii) NO INVESTMENT INTENT: Releasor did not acquire ndau tokens primarily as an investment or with a primary expectation of profit derived from the managerial or entrepreneurial efforts of any Releasee or third party. To the extent Releasor held any such expectation, Releasor acknowledges that such expectation was not induced or encouraged by any Releasee and was formed independently by Releasor;
(iv) EAI UNDERSTANDING: Releasor understood at the time of acquiring ndau tokens, or of electing to participate in the EAI program, that EAI and staking rewards were designed as ecosystem participation incentives, and that any characterization of EAI or staking rewards as investment income, yield, or profit was Releasor’s own independent characterization and not that of any Releasee; and
(v) CONVERSION NOT A NEW SECURITIES TRANSACTION: Releasor agrees and acknowledges that the Conversion of ndau tokens to REVO tokens does not constitute the purchase or sale of a security, and that REVO tokens, like ndau tokens, are utility tokens designed for ecosystem participation and not investment instruments.
(d) CONVERSION AS NEW OFFERING — CONDITIONAL RELEASE: Releasor and the Releasees intend and maintain that the Conversion and the issuance of REVO tokens do not involve the offer or sale of a security. Solely to the extent, and only in the event, that the Conversion, the BPC DAO Conversion Proposal, the governance vote approving the Conversion, or the issuance of REVO tokens in exchange for ndau tokens is finally determined to involve a security or to constitute an offering, exchange, or transaction subject to any securities law, Releasor releases, to the fullest extent permitted by applicable law, any private claim that such Conversion or issuance constitutes an unregistered or otherwise non-compliant securities offering, exchange, or transaction under any applicable law or regulation in any jurisdiction worldwide. Releasor acknowledges that this Section 3.4(d) may address a claim that arises at or after the Effective Date, and that the primary protections with respect to the Conversion are the substantive characterizations and representations set forth in Sections 3.4(a), 3.4(h), and 4.8, together with any applicable exemption from registration relied upon for the issuance of REVO tokens, and not this release alone. This Section 3.4(d) is separate from, and independently severable from, the release in Section 3.4(b); a determination that this Section 3.4(d) is invalid or unenforceable (including by reason of Section 14 of the Securities Act of 1933 or Section 29(a) of the Securities Exchange Act of 1934) shall not affect the validity or enforceability of Section 3.4(b) or any other provision of this Agreement.
(e) SCOPE LIMITATION — NO RELEASE OF REGULATORY RIGHTS: Nothing in this Section
3.4 shall be construed to release, waive, limit, or otherwise affect:
(i) any enforcement action, investigation, proceeding, or remedy available to any governmental authority, securities regulator, or self-regulatory organization, including but not limited to the SEC, CFTC, FCA, ASIC, or any equivalent body in any jurisdiction;
(ii) any right of Releasor to cooperate with, provide information to, or participate in any governmental or regulatory investigation or proceeding; or
(iii) any right that by applicable law cannot be waived by private agreement. This Section 3.4 is expressly limited to private claims between Releasor and Releasees and shall not be interpreted more broadly.
(f) SEVERABILITY OF SECURITIES RELEASE: If any court or regulatory authority determines that any part of this Section 3.4 is invalid, unenforceable, or contrary to applicable law or public policy, that determination shall apply only to the specific provision found invalid and shall not affect the validity or enforceability of any other provision of this Agreement or any other part of this Section 3.4. In particular, the invalidity of any securities law release in one jurisdiction shall not affect the validity of equivalent releases in other jurisdictions.
(g) COVENANT NOT TO SUE AS FALLBACK: Subject to the savings clause in Section 3.4(b) and the regulatory-rights carve-out in Section 3.4(e), and to the extent that any release of any securities law claim set forth in this Section 3.4 is determined to be invalid or unenforceable as a release (and such claim is not one whose waiver would be void under Section 14 of the Securities Act of 1933 or Section 29(a) of the Securities Exchange Act of 1934), Releasor nevertheless irrevocably COVENANTS AND AGREES NOT TO SUE, commence, prosecute, or voluntarily participate in any private claim, action, or proceeding against any Releasee with respect to such claim. Releasor agrees that this covenant not to sue is independent of, and shall survive any finding of unenforceability of, the releases set forth in this Section 3.4. Releasor further agrees that the Conversion Consideration constitutes full and final settlement of any such claim, and that Releasor has received adequate consideration for this covenant not to sue. This Section 3.4(g) does not apply to any cooperation with or participation in a governmental or regulatory proceeding as described in Section 3.4(e), nor to any claim the prospective waiver of which is prohibited by applicable law.
(h) DECENTRALIZED GOVERNANCE AND NETWORK CHARACTERIZATION: Releasor acknowledges and agrees that:
(i) the transition of the ndau ecosystem to the Revolution Network was proposed and approved through a decentralized governance process conducted by the BPC DAO, in which ndau holders had the right to participate;
(ii) the Conversion is being effected pursuant to that governance vote and not at the unilateral direction of any single promoter, sponsor, or central party;
(iii) the Revolution Network operates as a decentralized blockchain network, and REVO tokens are utility tokens designed for participation in that network rather than instruments dependent on the managerial or entrepreneurial efforts of any single party for their utility; and
(iv) Releasor’s ability to use and participate in the Revolution Network is a function of Releasor’s own participation in a decentralized network and its governance, and not a passive expectation of profit derived from the efforts of others. Releasor releases any private claim against the Releasees premised on a contrary characterization.
(i) SECURITIES CLAIMS GOVERNED EXCLUSIVELY BY THIS SECTION: Notwithstanding any other provision of this Agreement, including Section 3.1, any release, waiver, or covenant with respect to any claim arising under or in connection with any securities law, financial instruments regulation, digital assets regulation, or any equivalent legislation in any jurisdiction (a “Securities Claim”) is made exclusively under, and is in all respects subject to and governed by, this Section 3.4, including the accrued-claims limitation and savings clause in Section 3.4(b), the conditional treatment of Conversion related Securities Claims in Section 3.4(d), the scope limitation in Section 3.4(e), and the fallback covenant in Section 3.4(g). To the extent any other provision of this Agreement, including Section 3.1(a)(vii) and Section 3.1(d), would otherwise release or address a Securities Claim, that provision shall be construed as subject to and limited by this Section 3.4, and no provision of this Agreement shall be read to release a Securities Claim more broadly than, or free of the limitations set forth in, this Section 3.4.
SECTION 4 - UNIVERSAL REPRESENTATIONS AND WARRANTIES OF RELEASOR The following representations and warranties are made by ALL Releasors, regardless of the method by which Releasor acquired ndau tokens, and regardless of whether Releasor previously executed any Contribution Agreement, Purchase and Sale Agreement, or other agreement in connection with such acquisition. Each representation is made as of the Effective Date as a fresh, independent commitment.
4.1 AUTHORITY AND CAPACITY: Releasor has full legal capacity, right, and authority to enter into this Agreement and to grant the release set forth herein. If Releasor is a natural person, Releasor is at least 18 years of age (or the applicable age of majority in their jurisdiction) and of sufficient legal age and capacity to enter into this Agreement. If Releasor is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and all necessary corporate, partnership, or organizational action has been taken to authorize the execution and performance of this Agreement. If this Agreement is executed on behalf of an entity, trust, estate, or other person, the individual executing this Agreement represents and warrants that they are fully authorized to bind such entity, trust, estate, or person to this Agreement, and that their execution constitutes the valid and binding obligation of such party.
(a) AGE VERIFICATION AT POINT OF SALE: Releasor acknowledges that, for ndau tokens acquired through the original Operator distribution, the age and legal capacity of purchasers were verified at the point of sale.
(b) EXCHANGE PURCHASER AGE REPRESENTATION: For ndau tokens acquired on a digital asset exchange, trading platform, or other secondary market, or by gift, inheritance, or any other means, in each case where age was not verified at the point of sale, Releasor expressly represents and warrants that Releasor is, and was at the time of acquiring such ndau tokens, at least 18 years of age (or the applicable age of majority in Releasor’s jurisdiction) and of full legal capacity. Releasor acknowledges that the Releasees are relying on this representation in permitting Releasor to participate in the Conversion.
4.2 OWNERSHIP AND AUTHORITY OVER WALLET: Releasor is the sole and lawful owner of the ndau tokens being converted and of the digital wallet address(es) identified in Exhibit A to this Agreement, free and clear of any liens, claims, encumbrances, or third-party rights. Releasor has sole control and custody over the private keys associated with such wallet address(es), and the electronic signature affixed hereto is Releasor’s authentic, authorized signature.
(a) CUSTODIAL AND EXCHANGE-HELD TOKENS: If Releasor’s ndau tokens are held through a custodian, centralized exchange, or other intermediary, Releasor acknowledges and agrees that: (i) participation in the Conversion requires that such tokens be held in, or transferred to, a self-custodied digital wallet under Releasor’s sole control and identified in Exhibit A to this Agreement, and Releasor may be required to withdraw or transfer such tokens to such a wallet in order to convert; (ii) no Releasee has any obligation to effect the Conversion for tokens that remain in custodial, omnibus, or pooled control and that cannot be identified in Exhibit A to this Agreement; and (iii) where a custodian or intermediary executes this Agreement on Releasor’s behalf, the person executing represents and warrants that they are duly authorized to bind Releasor and to make the representations and grant the releases set forth herein on Releasor’s behalf. No Releasee shall bear any liability for ndau tokens that are not converted within the Conversion Window because they remained in custodial or intermediary control.
4.3 NO ASSIGNMENT OF CLAIMS: Releasor has not assigned, transferred, or otherwise disposed of any claim, right, or cause of action being released herein to any other person or entity, and no other person or entity holds any direct or indirect beneficial interest in any such claims.
4.4 INDEPENDENT INVESTIGATION AND NO RELIANCE: Releasor has conducted their own independent investigation of ndau, the Revolution Network, REVO tokens, the BPC DAO Conversion Proposal, and all matters relating thereto. Releasor has not relied upon any Releasee, nor upon any statement, representation, projection, forecast, or opinion made by any Releasee in any presentation, webinar, AMA, social media post, marketing material, or other communication, as the basis for any investment or financial decision. This no-reliance representation applies equally to Exchange Purchasers who acquired ndau tokens on a secondary market or exchange — Releasor acknowledges that any decision to acquire ndau tokens on a secondary market was made independently, based on Releasor’s own research and assessment of publicly available information, and not in reliance on any representation, warranty, or commitment by any Releasee. Releasor acknowledges that any statements by Releasees were expressions of opinion or forward looking in nature, and were not guarantees of outcome. Releasor is not relying on any Releasee with respect to legal, tax, financial, or other economic considerations and acknowledges sole responsibility for obtaining independent professional advice.
4.5 INFORMED DECISION, VOLUNTARY EXECUTION, AND ACKNOWLEDGMENT OF CONDITIONALITY: Releasor has read the full BPC DAO Conversion Proposal and understands its terms in their entirety, including the conversion rate of 1 ndau = 6.872 REVO, the six-month conversion window, the termination of EAI, and the shutdown of the ndau blockchain. Releasor is entering into this Agreement freely, voluntarily, and without duress, coercion, undue influence, or misrepresentation of any kind. Releasor specifically acknowledges that: (i) execution of this Agreement is a mandatory condition precedent to receiving REVO tokens; (ii) the right to receive REVO tokens constitutes adequate and sufficient consideration for all releases herein;
(iii) Releasor has not been promised any additional compensation, payment, or benefit in exchange for executing this Agreement beyond the Conversion Consideration; and
(iv) Releasor would not receive REVO tokens or any other benefit from the Conversion without executing this Agreement.
4.6 OPPORTUNITY TO EVALUATE AND ACCEPTANCE OF RISK: Releasor has had the opportunity to evaluate the risks and merits of ndau, REVO tokens, and the Conversion, including the opportunity to inform themselves regarding blockchain technology, digital assets, smart contracts, token economics, and distributed ledger systems, and to seek independent professional advice. Releasor accepts the risks associated with ndau, REVO tokens, and the Conversion, and acknowledges that they may bear the economic consequences thereof, including the potential loss of all value.
4.7 ACKNOWLEDGMENT OF RISK FACTORS: Releasor acknowledges and accepts all risks associated with holding, converting, and participating in ndau and the Revolution Network ecosystem, including but not limited to:
(a) Software vulnerabilities, bugs, and weaknesses in the ndau blockchain, the Revolution Network, smart contracts, and related software;
(b) Regulatory uncertainty and the possibility that digital tokens may be classified as securities or regulated financial instruments in one or more jurisdictions, and any consequences thereof;
(c) Government action, enforcement proceedings, or regulatory changes that could affect the ndau or REVO ecosystems or any Releasee;
(d) Market volatility, lack of liquidity, and the absence of any guarantee of secondary market value for either ndau or REVO tokens;
(e) Loss of private keys or wallet access resulting in permanent loss of tokens, for which no Releasee bears any responsibility or obligation of recovery;
(f) Potential theft, hacking, cyberattacks, and other malicious activities targeting blockchain networks and digital wallets;
(g) The possibility that the ndau ecosystem or Revolution Network may not achieve commercial success, and that REVO tokens may have reduced or no intrinsic value;
(h) Tax consequences arising from the Conversion, the holding of REVO tokens, or any staking or reward activities; and
(i) Any and all other unanticipated risks inherent in blockchain technology, digital assets, and decentralized ecosystems generally.
4.8 UTILITY TOKEN CHARACTERIZATION: Releasor acknowledges and agrees that: (a) ndau tokens were designed and distributed as utility tokens and not as an investment, a security, or a commodity; (b) to the extent Releasor held any expectation regarding the value of ndau tokens, such expectation was formed independently by Releasor and was not based on any promise or representation by any Releasee of profit derived from the efforts of any Releasee or third party; (c) the Conversion does not constitute the purchase or sale of a registered or unregistered security; and (d) no Releasee has acted as an investment adviser, broker-dealer, or fiduciary to Releasor at any time.
4.9 AS IS ACKNOWLEDGMENT: Releasor acknowledges and agrees that ndau tokens were distributed and are being converted on an “AS IS” and “AS AVAILABLE” basis, with no representations or warranties of any kind, express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose, title, or non-infringement, and that no Releasee has made any representation or warranty that ndau or REVO tokens will have any particular functionality, utility, value, or performance.
4.10 LIMITATION OF LIABILITY ACKNOWLEDGMENT: Releasor acknowledges and agrees that, to the fullest extent permitted by applicable law, no Releasee shall be liable to Releasor for any loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, or any incidental, indirect, consequential, special, exemplary, or punitive damages of any kind, regardless of the cause of action and regardless of whether such losses were foreseeable or any Releasee was advised of the possibility of such losses.
4.11 TAX OBLIGATIONS AND REPORTING: Releasor acknowledges sole responsibility for any and all tax obligations arising from the original acquisition of ndau tokens, the Conversion, the receipt of REVO tokens, and any subsequent holding, staking, transferring, or transacting with REVO tokens, in any jurisdiction in which Releasor may be liable to pay tax, and releases all Releasees from any claim, liability, or obligation related thereto. Releasor acknowledges that: (a) the Conversion may constitute a taxable event under the laws of one or more jurisdictions; (b) no Releasee has provided, and Releasor has not relied upon any Releasee for, any tax advice in connection with the Conversion;
(c) Releasor has been advised to consult their own tax advisor regarding the tax consequences of the Conversion; and (d) the Releasees, or parties acting on their behalf, may be required by applicable law to report the Conversion or related information to tax or governmental authorities, and Releasor consents to such reporting to the extent required by law.
4.12 NO PENDING OR THREATENED CLAIMS: Releasor represents and warrants that Releasor has not filed, and is not aware of any pending or threatened, claim, lawsuit, arbitration, regulatory complaint, or other proceeding against any Releasee with respect to any matter covered by this Release, and agrees not to initiate any such claim or proceeding.
4.13 JURISDICTIONAL COMPLIANCE: Acquiring, holding, and converting ndau tokens is not unlawful or prohibited in the jurisdiction in which Releasor is located, domiciled, or conducts business. Releasor is not located in, does not conduct business in, and is not subject to sanctions administered or enforced by any country, government, or international authority that would prohibit Releasor from entering into this Agreement or receiving REVO tokens.
4.14 ANTI-MONEY LAUNDERING: The ndau tokens being converted were not acquired with funds derived from or related to any unlawful activity, including money laundering or terrorist financing, and Releasor shall not use REVO tokens to finance, engage in, or support any unlawful activities.
4.15 RESCISSION, VOIDABILITY, AND CLAWBACK OF REVO TOKENS.
(a) RETURN OF CONSIDERATION UPON RESCISSION: Releasor acknowledges and agrees that the REVO tokens received in the Conversion constitute the consideration for this Agreement and the releases granted herein. If this Agreement, or any release granted herein, is rescinded, voided, avoided, or otherwise set aside at the instance of, or on behalf of, Releasor, whether on grounds of lack of capacity, minority, mistake, fraud, or any other basis, the Conversion as to Releasor shall be unwound, and Releasor shall promptly return to the Releasees, or to such party as the Releasees may direct, all REVO tokens received in the Conversion, or, if such tokens are no longer in Releasor’s possession or control, the equivalent value thereof. Releasor shall not be entitled to retain the benefit of the Conversion Consideration while disavowing the obligations of this Agreement.
(b) MINORITY OR INCAPACITY: If Releasor is determined to have been, at the time of executing this Agreement, a minor or otherwise lacking the legal capacity to enter into this Agreement, the Conversion as to Releasor shall be voidable, and upon any such determination Releasor (or Releasor’s legal representative) shall return all REVO tokens received, or the equivalent value thereof, to the Releasees. The return of the REVO tokens is a condition of, and shall accompany, any rescission or avoidance of this Agreement on grounds of minority or incapacity.
(c) RESTITUTION: The remedy set forth in this Section 4.15 is intended to restore the parties, as nearly as practicable, to their respective positions prior to the Conversion. Nothing in this Section creates a right of rescission where none otherwise exists; this Section governs only the consequences of a rescission or avoidance that is otherwise determined to be valid.
SECTION 4A - OMNIBUS PRIOR AGREEMENT REAFFIRMATION
4A.1 REAFFIRMATION BY PRIOR AGREEMENT HOLDERS: To the extent that Releasor previously executed any Contribution Agreement with The Axiom Foundation, any Simple Agreement for Future Tokens (SAFT), any ndau Purchase and Sale Agreement with Oneiro NA, Inc., or any other agreement in connection with the acquisition of ndau tokens (collectively, “Prior Agreements”), Releasor hereby:
(a) Reaffirms all representations, warranties, acknowledgments, and indemnifications made by Releasor in any such Prior Agreements as if fully set forth herein, including but not limited to any representation of accredited investor status, any no-reliance representation, any acknowledgment of risk factors, and any indemnification of the Operator and related parties;
(b) Acknowledges that the indemnification obligations set forth in any Prior Agreement, including the obligation to indemnify, defend, and hold harmless the Operator and all related parties from and against all claims arising from Releasor’s acquisition or use of ndau, remain in full force and effect and are not extinguished by this Agreement; and
(c) Agrees that the protections afforded to Releasees under this Agreement are cumulative of and in addition to, not in lieu of, any protections afforded under any Prior Agreement, and that Releasees may rely on both this Agreement and any Prior Agreement independently and simultaneously.
4A.2 STANDALONE EFFECTIVENESS FOR EXCHANGE PURCHASERS AND ALL OTHER HOLDERS WITHOUT PRIOR AGREEMENTS: To the extent that Releasor did not execute any Prior Agreement — including Releasors who acquired ndau tokens on a digital asset exchange, trading platform, over-the-counter market, peer-to-peer marketplace, decentralized exchange, or any other secondary market channel, or by gift, inheritance, or any other means not involving a direct contractual relationship with any Releasee — this Agreement shall be fully operative, binding, and enforceable as a complete and standalone agreement. Exchange Purchasers and other holders without Prior Agreements expressly acknowledge that: (i) the absence of any Prior Agreement does not reduce or limit the scope of the releases granted herein; (ii) the Conversion Consideration constitutes adequate and sufficient consideration for this Agreement independently of any prior contractual relationship; and (iii) the releases set forth herein are intended to be fully binding upon Exchange Purchasers to the same extent as upon holders who acquired ndau tokens directly from any Releasee. The absence of any Prior Agreement shall not limit, diminish, or otherwise affect the validity or enforceability of any provision of this Agreement.
4A.3 BPC DAO INDEMNIFICATION HARMONY: Releasor acknowledges that certain Releasees, including BPC council members, may have the benefit of separate indemnification agreements with The Axiom Foundation or other entities, including the Axiom Foundation Indemnification Agreement dated September 2021. Nothing in this Agreement is intended to limit, supersede, or conflict with any such indemnification arrangements, and this Agreement shall be construed in harmony therewith to provide the maximum available protection to all Releasees.
4A.4 ARBITRATION GOVERNING PROVISION: Releasor acknowledges that Prior Agreements, if any, may contain arbitration clauses specifying the Isle of Man as the seat of arbitration under ICC Rules, and that this Agreement specifies Delaware-based AAA arbitration for US holders. To the extent any conflict exists between arbitration provisions in a Prior Agreement and this Agreement, the parties agree to resolve such conflict as follows: (a) for claims arising exclusively under this Agreement, the arbitration provisions of this Agreement shall govern; (b) for claims arising under or in connection with a Prior Agreement, the arbitration provisions of the applicable Prior Agreement shall govern; and (c) for claims arising under both, all such claims shall be consolidated into a single arbitration proceeding administered by the American Arbitration Association (AAA) under its applicable rules, with the seat of arbitration in Wilmington, Delaware, conducted in the English language before a single arbitrator. This neutral default shall apply to consolidated claims regardless of any contrary provision, and neither party shall have the unilateral right to select the forum, seat, or rules of arbitration.
SECTION 5 - NO ADMISSION OF LIABILITY
5.1 This Agreement shall not be construed as an admission by any Releasee of any liability, wrongdoing, or obligation of any kind. Each Releasee expressly denies any liability to Releasor or any other party. This Agreement is entered into solely to facilitate the orderly transition from ndau to REVO and to provide certainty to all parties.
SECTION 6 - GOVERNING LAW AND JURISDICTION
6.1 US HOLDERS: For Releasors who are residents or citizens of the United States of America, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings to be held in Wilmington, Delaware, and conducted in the English language. Releasor waives any right to a jury trial and agrees to individual arbitration only, not class arbitration or class action proceedings.
6.2 INTERNATIONAL HOLDERS: For Releasors who are not residents or citizens of the United States of America, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except to the extent that the mandatory law of the jurisdiction in which Releasor resides or is domiciled applies and cannot be excluded by agreement. Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered under the rules of the American Arbitration Association (AAA) (or, where required for enforceability, the International Centre for Dispute Resolution (ICDR)), with the seat of arbitration in Wilmington, Delaware, conducted in the English language before a single arbitrator, and any award may be enforced in any court of competent jurisdiction. Only to the extent such arbitration is held unavailable or unenforceable as to a particular Releasor under applicable mandatory law shall the parties submit to the exclusive jurisdiction of the courts of the State of Delaware for resolution of the dispute. International Releasors acknowledge that certain provisions of this Agreement may be subject to local mandatory consumer protection, financial regulation, or other applicable laws, and nothing in this Agreement is intended to exclude rights which cannot be excluded under applicable mandatory law.
6.3 CLASS ACTION WAIVER: To the maximum extent permitted by applicable law, Releasor waives any right to bring or participate in any class action, collective action, or representative proceeding against any Releasee arising out of or related to this Agreement or the matters released herein.
SECTION 7 - ELECTRONIC SIGNATURE AND BINDING EFFECT
7.1 ELECTRONIC EXECUTION: Releasor agrees that the electronic signature applied by Releasor to this Agreement through DocuSign constitutes a valid, binding, and enforceable electronic signature for all purposes, including for the purposes of any applicable electronic signature law, the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), the EU eIDAS Regulation, and any other applicable electronic transactions legislation worldwide. Releasor consents to the use of electronic records and electronic signatures in connection with this Agreement and to the conduct of this transaction by electronic means, and agrees that this Agreement shall not be denied legal effect, validity, or enforceability solely because it is in electronic form.
7.2 SIGNATURE RECORD AND AUDIT TRAIL: Releasor acknowledges that DocuSign generates and retains an electronic record of execution, including a Certificate of Completion recording the signer’s name, email address, IP address, authentication events, and the date and time of signature. Such record shall be admissible in any proceeding and shall constitute a rebuttable presumption of Releasor’s execution of and agreement to this document. Such presumption may be rebutted only by clear and convincing evidence that the DocuSign account and email address used to sign were not under Releasor’s control, or that the signature was not authorized by Releasor or by a person duly authorized to bind Releasor under Section 4.2(a).
7.3 TIMESTAMP: The date and time of signature recorded by DocuSign in the Certificate of Completion shall constitute the Effective Date of this Agreement.
7.4 NON-REPUDIATION: Releasor agrees that they shall not contest the validity, enforceability, or binding effect of this Agreement on the grounds that it was executed electronically, by electronic signature, or without a handwritten signature.
7.5 COUNTERPARTS AND DELIVERY: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by DocuSign, electronic mail, or other electronic transmission shall be as effective as delivery of a manually executed original.
7.6 RECORD RETENTION AND COPIES: Releasor is advised to download and retain a complete copy of this Agreement at the time of signing. Releasor may request a copy of the fully executed Agreement and the associated DocuSign Certificate of Completion at any time by written request to info@oneiro.io, and such copy will be provided at no charge.
SECTION 8 - GENERAL PROVISIONS
8.1 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the release of claims relating to ndau tokens and the Conversion, and supersedes all prior and contemporaneous negotiations, representations, and understandings, whether oral or written, relating to such subject matter. Notwithstanding the foregoing, this Agreement does not supersede or extinguish any Prior Agreement (as defined in Section 4A.1), and the representations, warranties, and indemnification obligations of Releasor under any Prior Agreement remain in full force and effect and are expressly preserved and reaffirmed as set forth in Section 4A.1. In the event of any conflict between this Agreement and a Prior Agreement, this Agreement shall govern with respect to the release of claims, while the Prior Agreement shall continue to govern all other matters addressed therein.
8.2 SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions shall continue in full force and effect. Any invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
8.3 WAIVER: The failure of any Releasee to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
8.4 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
8.5 SURVIVAL: All releases, waivers, representations, warranties, acknowledgments, and obligations set forth in this Agreement shall survive and remain in full force and effect indefinitely following: (a) the completion of the Conversion; (b) the close of the Conversion Window; (c) the termination of the Ecosystem Alignment Incentive (EAI) program; (d) the shutdown or discontinuation of the ndau blockchain; (e) the dissolution, liquidation, restructuring, merger, or reorganization of any Releasee entity; and (f) any other event affecting the ndau ecosystem, the Revolution Network, or any Releasee. The releases granted herein are permanent and irrevocable.
8.6 SUCCESSOR PROTECTION FOR THE REVOLUTION NETWORK: The releases, waivers, and protections granted to the Releasees under this Agreement shall extend to and inure to the benefit of any successor, assignee, acquirer, or surviving entity of the Revolution Network, the Amped.Bio platform, or any Releasee, including any entity resulting from any sale, merger, acquisition, restructuring, or reorganization, whether now existing or hereafter formed, to the same extent as the protections apply to the Releasees named herein.
8.7 IRREVOCABILITY: Releasor acknowledges and agrees that this Agreement, once executed by electronic signature through DocuSign, is final, binding, and IRREVOCABLE. Releasor may not revoke, rescind, cancel, or withdraw this Agreement or any release granted herein for any reason. Releasor expressly waives any right of revocation or rescission that may otherwise be available under any applicable law, to the fullest extent such waiver is permitted. This Section 8.7 is subject to Section 4.15 (which governs the consequences of any rescission or avoidance that is otherwise determined to be valid) and Section 8.21 (which preserves any claim that this Agreement was procured by fraud in the inducement), and nothing in this Section purports to waive any right that, as a matter of applicable law, cannot be waived in advance.
8.8 PER-RELEASEE SEVERABILITY: If this Agreement, or any release granted herein, is held to be invalid, unenforceable, or ineffective with respect to any individual Releasee or group of Releasees, such holding shall not affect the validity or enforceability of this Agreement or the releases granted herein with respect to any other Releasee. The releases granted to each Releasee are independent and severable, and the failure of a release as to one Releasee shall not constitute a failure of consideration or release as to any other Releasee.
8.9 INFORMAL DISPUTE RESOLUTION: Before initiating any arbitration or other proceeding permitted under this Agreement, the party raising a dispute shall first provide written notice of the dispute to the other party and shall attempt in good faith to resolve the dispute informally for a period of thirty (30) days following such notice. Notice to the Releasees shall be provided through the official communication channels designated by the Revolution Network or the BPC DAO. This informal resolution requirement does not apply where a party seeks emergency injunctive or equitable relief.
8.10 FORCE MAJEURE: No Releasee shall be liable or responsible to Releasor, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, including without limitation any delay in processing the Conversion or delivering REVO tokens, when and to the extent such failure or delay is caused by or results from circumstances beyond the affected party’s reasonable control, including without limitation: acts of God; flood, fire, earthquake, or explosion; epidemic or pandemic; war, invasion, hostilities, terrorist acts, or civil unrest; cyberattacks, hacking, or network failures; blockchain network congestion, forks, or protocol failures; changes in applicable law or regulation; or action by any governmental authority.
8.11 PRIVACY AND DATA ACKNOWLEDGMENT: Releasor acknowledges and agrees that the execution of this Agreement requires the collection, processing, and retention by DocuSign and by the Releasees of Releasor’s name, email address, IP address, electronic signature, digital wallet address(es), and associated transaction data for the purposes of effecting and evidencing the Conversion and this Agreement. Releasor further acknowledges that the Conversion is effected on public blockchain networks and that: (a) wallet addresses and transaction data recorded on a blockchain are permanent, immutable, and publicly visible; (b) such information cannot be altered, deleted, or removed once recorded; and (c) by participating in the Conversion, Releasor consents to such recording. To the extent any data protection or privacy law, including the EU General Data Protection Regulation (GDPR), may apply, Releasor acknowledges that the immutable nature of blockchain technology is inherent to the Conversion and consents to the processing, recording, and retention of such information for the purposes of effecting and evidencing the Conversion and this Agreement.
8.12 NOTICES: Any notice required or permitted under this Agreement to be given to the Releasees shall be delivered in writing to info@oneiro.io, or to such other address as may be designated by the Releasees through official communication channels of the Revolution Network or the BPC DAO. Notice to Releasor shall be deemed sufficient when delivered through the official communication channels associated with the Conversion or to the email address used by Releasor to execute this Agreement through DocuSign, or to any other contact information associated with Releasor’s wallet address or holder records. The informal dispute resolution requirement in Section 8.9 shall be initiated by notice given in accordance with this Section.
8.13 PREVAILING PARTY ATTORNEYS' FEES: In any arbitration, action, or proceeding arising out of or relating to this Agreement, including any proceeding to enforce this Agreement or any release granted herein, the prevailing party shall be entitled to recover its reasonable attorneys' fees, arbitration costs, and other costs and expenses incurred, in addition to any other relief to which it may be entitled. If a Releasor commences or prosecutes any claim against a Releasee that has been released or covenanted against under this Agreement, and the Releasee prevails, the Releasee shall be entitled to recover its reasonable attorneys' fees and costs of defense.
8.14 THIRD-PARTY BENEFICIARIES: Each Releasee identified in Section 1.2 who is not a signatory to this Agreement, including without limitation all officers, directors, employees, agents, representatives, affiliates, successors, and assigns of any named Releasee, is an intended third-party beneficiary of this Agreement and may enforce the releases, covenants, and protections granted herein directly. Except for the Releasees, no other person or entity is an intended third-party beneficiary of this Agreement, and no other person or entity shall acquire any right, benefit, defense, or protection under this Agreement.
8.15 SEPARATE AGREEMENT WITH EACH RELEASOR: This Agreement is executed individually by each ndau holder who elects to participate in the Conversion. The execution of this Agreement by each Releasor creates a separate, independent, and binding agreement between that Releasor and the Releasees. The validity, enforceability, or execution of this Agreement by any one Releasor shall not affect, and shall be entirely independent of, the validity, enforceability, or execution of this Agreement by any other Releasor. The failure of any Releasor to execute this Agreement, or the invalidity of any Releasor’s execution, shall not affect the binding effect of this Agreement as to any other Releasor.
8.16 AGREEMENT NOT ADMISSIBLE AS EVIDENCE OF LIABILITY: This Agreement, and the negotiation, execution, and performance hereof, shall not be offered or admitted as evidence of liability, wrongdoing, or fault on the part of any Releasee in any proceeding, and shall not be construed as an admission of any kind. This Agreement may be introduced solely for the purpose of enforcing its terms.
8.17 HEADINGS: Section headings are included for convenience only and shall not affect the interpretation of this Agreement.
8.18 LANGUAGE: This Agreement is executed in the English language. In the event of any conflict between an English version and any translated version, the English version shall prevail.
8.19 INDEPENDENT LEGAL ADVICE: Releasor acknowledges that they have been advised to seek independent legal counsel prior to executing this Agreement, and that they have either done so or voluntarily elected to proceed without such counsel.
8.20 NO AMENDMENT: Releasor acknowledges that this Agreement, once executed by electronic signature through DocuSign, cannot be amended, modified, or supplemented by the parties. The executed Agreement, together with the DocuSign Certificate of Completion, is final and constitutes the complete and exclusive statement of its terms. Any purported amendment or modification by the parties shall be of no force or effect. If the parties wish to establish different terms, they must do so through a separate, subsequent agreement. Nothing in this Section limits the authority of a court or arbitrator under Section 8.2 to modify, sever, reform, or construe any provision determined to be invalid or unenforceable, or to correct a manifest or scrivener’s error, in order to give effect to the intent of the parties.
8.21 FRAUD IN THE INDUCEMENT OF THIS AGREEMENT: Notwithstanding any other provision of this Agreement, including Sections 3.1, 3.4, 4.4, 8.7, and 8.20, nothing in this Agreement releases, waives, bars, or limits any claim that this Agreement itself was procured by fraud in the inducement. This Section 8.21 preserves only a claim directed at the procurement of this Agreement, and does not revive, restore, or preserve any other claim released or covenanted against under this Agreement. The parties intend that the inclusion of this Section shall support, and not undermine, the enforceability of the remainder of this Agreement.
SECTION 9 - ACKNOWLEDGMENT
BY SIGNING THIS AGREEMENT ELECTRONICALLY THROUGH DOCUSIGN, YOU CONFIRM THAT:
(1) You have read and fully understand this Agreement in its entirety, regardless of how you originally acquired your ndau tokens;
(2) You are signing this Agreement freely, voluntarily, and without duress, coercion, undue influence, or misrepresentation of any kind;
(3) You understand that this Agreement contains a broad and final release of legal claims, including unknown claims, and covers all claims regardless of your acquisition channel for ndau tokens;
(4) You have conducted your own independent investigation and have not relied on any Releasee for investment, legal, tax, or financial advice;
(5) You have had the opportunity to consult with independent legal counsel of your choosing prior to signing, and have either done so or voluntarily elected to proceed without such counsel;
(6) You understand that this Agreement is legally binding and enforceable as a standalone document, regardless of whether you previously executed any other agreement in connection with your ndau tokens;
(7) To the extent you previously executed any Contribution Agreement, Purchase and Sale Agreement, or other agreement relating to your ndau tokens, you reaffirm all representations, warranties, and indemnifications made therein;
(8) You acknowledge and accept all risks associated with blockchain technology, digital tokens, and the ndau to REVO conversion as described in Section 4.7 of this Agreement;
(9) The digital wallet address(es) identified in Exhibit A to this Agreement are under your sole control and custody, and the electronic signature applied to this Agreement is your authentic, authorized signature;
(10) You are at least 18 years of age (or the age of majority in your jurisdiction) and have full legal capacity to enter into this Agreement; and
(11) You understand that execution of this Agreement is a mandatory condition precedent to receiving REVO tokens, and that the right to receive REVO tokens at the conversion rate of 1 ndau = 6.872 REVO constitutes good, valuable, and sufficient consideration for all releases, waivers, and obligations set forth herein, including the release of unknown claims.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned Releasor has executed this General Release and Waiver of Claims by electronic signature through DocuSign as of the Effective Date, intending to be legally bound by all of its terms.
RELEASOR
EXHIBIT A
CONVERSION DETAILS
The following details are incorporated into and form part of this Agreement. Releasor represents and warrants that the information set forth below is true, complete, and accurate, and that Releasor has sole ownership and control of each wallet address listed.
Releasor acknowledges that REVO tokens will be delivered only to the receiving address stated above, that no Releasee is responsible for any loss resulting from an incorrect, inaccessible, or third-party controlled address provided by Releasor, and that transfers recorded on a blockchain cannot be reversed.
END OF AGREEMENT
Questions? Contact official support at support@oneiro.freshdesk.com. See the conversion instructions.