In Re Tezos Securities Litigation

The Court directed that the Electronic Notice be emailed to you because you may have, directly or through an intermediary, contributed bitcoin and/or ether to what the Defendants describe as a fundraiser and what the Plaintiffs describe as an Initial Coin Offering conducted by the Foundation during the Settlement Class Period. The Court also directed that the Notice be posted online on this website and mailed at the request of Settlement Class Members. The Court has directed the Claims Administrator to disseminate these Notices because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the Proposed Settlement. Additionally, you have the right to understand how the Proposed Settlement may generally affect your legal rights. If the Court approves the Settlement, and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Federal Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice is to inform you of the existence of the Litigations, that they are class actions, how you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so. It is also being sent to inform you of the terms of the Proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the Proposed Plan of Allocation and the motion by Federal and State Lead Counsel for an award of attorneys’ fees and expenses (the “Settlement Hearing”). See FAQ 12 for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Litigations, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement and a plan of allocation, then payments to authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing. Please be patient, as this process can take some time to complete.

A copy of the Notice can be found here.

Federal Litigation

The Federal Litigation is a consolidated putative securities class action brought in the United States District Court for the Northern District of California by Federal Lead Plaintiffs individually and on behalf of all persons or entities who contributed digital currencies, including Bitcoin and/or Ethereum, to what the Defendants describe as a fundraiser and what the plaintiffs describe as an Initial Coin Offering conducted by the Foundation in July 2017.

The initial complaint in the Federal Litigation alleged claims under the 1933 Act and was filed against Defendants DLS, Arthur Breitman, Kathleen Breitman (together, the “DLS Defendants”), and the Tezos Foundation on November 26, 2017, styled GGCC, LLC v. Dynamic Ledger Solutions, Inc., Case No. 3:17-cv-06779-RS. ECF No. 1. The Federal Litigation was assigned to United States District Judge Richard Seeborg on November 27, 2017.

On March 16, 2018, the Court appointed Arman Anvari (“Anvari”) as lead plaintiff and LTL Attorneys LLP (“LTL”) and Hung G. Ta, Esq. PLLC (“HGT Law”) as lead counsel. ECF No. 96. Also on that date, the Court consolidated related actions and restyled the Federal Litigation In re Tezos Securities Litigation, Case No. 3:17-cv-06779-RS.

Anvari filed the Consolidated Complaint for Violation of the Federal Securities Laws on April 3, 2018. ECF No. 108. The complaint alleged violations of §§ 5 and 12(a)(1) of the 1933 Act against the DLS Defendants, the Foundation, Bitcoin Suisse AG (“Bitcoin Suisse”), Timothy Draper (“Draper”), and Draper Associates V Crypto LLC (“Draper Associates”) (Draper and Draper Associates referred to as the “Draper Defendants”), and § 15 of the 1933 Act against the DLS Defendants and the Draper Defendants. Anvari asserted that Defendants offered and sold Tezos tokens without filing a registration statement with the United States Securities and Exchange Commission (“SEC”) in violation of the 1933 Act.

Following briefing on Defendants’ motions to dismiss and oral argument, on August 7, 2018, the Court denied the motion to dismiss as to the claims against the DLS Defendants and the Tezos Foundation, but granted the motion to dismiss filed by Bitcoin Suisse and the Draper Defendants. ECF No. 148. The Court granted Anvari leave to amend with respect to the Draper Defendants, but dismissed the claims against Bitcoin Suisse with prejudice. Id.

Anvari elected not to amend the complaint, and the Draper Defendants were dismissed from the Federal Litigation with prejudice on August 31, 2018. ECF No. 163.

The parties thereafter engaged in document and deposition discovery.

On December 14, 2018, Anvari and Defendants engaged in an in-person mediation before Professor Eric D. Green. The mediation was preceded by submission of mediation statements and exhibits by each party. Settlement discussions were unsuccessful.

On January 9, 2019, named plaintiffs Artiom Frunze (“Frunze”) and Pumaro LLC (“Pumaro”) moved to certify a class, to appoint Frunze and Pumaro as the class representatives, and to appoint LTL and HGT Law as class counsel. ECF No. 187-3. Plaintiffs’ motion sought to certify the following class:

All persons and entities who, directly or indirectly, contributed Bitcoin or Ethereum to the Tezos Initial Coin Offering conducted in July 2017. Excluded from the Class are Defendants and any person, firm, trust, corporation, or other entity related to or affiliated with any Defendant.

On January 25, 2019, Anvari moved to withdraw and substitute named plaintiff Frunze as lead plaintiff. ECF No. 196. Trigon filed a competing motion to appoint itself as lead plaintiff on January 30, 2019. ECF No. 198.

On April 8, 2019, the Court granted Anvari’s motion to withdraw as lead plaintiff, granted Trigon’s motion to substitute as lead plaintiff, denied the pending class certification motion with leave to amend, and appointed Block & Leviton LLP and HGT Law as co-lead counsel. ECF No. 213.

Between August 2018 and December 2019, written discovery was exchanged by the parties, subpoenas were served on non-parties, and several discovery motions were litigated. Several Federal Plaintiffs were deposed. ECF Nos. 219, 222, 223, 231, 232, 233, 234, 235, 236, 237, and 238

State Litigation

On October 25, 2017, plaintiff Andrew Baker (“Baker”) filed the first class action complaint asserting securities laws violations in connection with what the Defendants describe as a fundraiser and what the Plaintiffs describe as an Initial Coin Offering conducted by the Foundation, in the Superior Court of California, County of San Francisco (the “State Litigation”). The State Litigation alleged that the DLS Defendants, the Tezos Foundation, Johann Gevers (“Gevers”) and Strange Brew Strategies (“Strange Brew”) had violated §§ 5(a), 5(c), 17(a)(1), 17(a)(2), and 17(a)(3) of the 1933 Act related to the sale of unregistered securities.

On November 29, 2017, Defendants removed the State Litigation to the United States District Court for the Northern District of California, where it was assigned to the Honorable Richard Seeborg. Baker moved to remand the case to California state court. On February 1, 2018, Judge Seeborg stayed the State Litigation pending the Supreme Court’s decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, et al., Case No. 15-1439 (Baker v. Dynamic Ledger Solutions, Inc., et al., Case No. 17-cv-6850, Dkt. No. 18), which presented the question of whether state courts had concurrent jurisdiction over certain class actions filed under the 1933 Act.

On March 20, 2018, the Supreme Court issued its opinion in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S.Ct. 1061 (2018), and the Court thereafter remanded the State Litigation to state court on April 19, 2018.

On June 22, 2018, Baker filed his First Amended Complaint (“FAC”) in the State Litigation, alleging that beginning in July 2017, the DLS Defendants, the Foundation, Gevers, the Draper Defendants, Strange Brew, and Bitcoin Suisse (collectively, “State Court Defendants”) engaged in an unregistered public sale of securities. The FAC alleged two causes of action: (1) violation of §§5 and 12(a)(1) of the 1933 Act against all State Court Defendants; and (2) violations of § 15 of the 1933 Act against the DLS Defendants, the Draper Defendants and Gevers (the “Control Person Defendants”).

On May 16, 2019, following document productions by DLS, Baker filed his Second Amended Complaint (“SAC”). The SAC asserted the same two causes of action as the FAC, but added additional factual allegations based on document discovery obtained from DLS. The SAC did not name Strange Brew as a defendant.

On June 10, 2019, the DLS and Draper Defendants filed demurrers to the SAC. On July 24, 2019, the Foundation and Gevers filed motions to quash service of summons.

During 2019, the DLS Defendants continued to provide additional documentary discovery to Baker.

On August 28, 2019, the State Court granted the Tezos Foundation’s motion to quash service of summons and the Draper Defendants’ demurrer. With respect to the Draper Defendants’ demurrer, Baker was granted leave to amend, and on September 17, 2019, he filed his Third Amended Complaint (“TAC”) as to the Draper Defendants. Baker filed a Motion for Reconsideration of the Order granting the Tezos Foundation’s motion to quash on September 9, 2019. On September 24, 2019, the State Court also granted Gevers’ motion to quash service of summons. On October 9, 2019, the Draper Defendants demurred to the TAC. A hearing on these motions has not taken place and no order has been issued.

Mediation and Settlement

On November 22, 2019, Federal and State Lead Counsel engaged in an in-person mediation conference with Defendants before the Honorable Layn Phillips (Ret.) of Phillips ADR Enterprises, P.C. The parties submitted and exchanged both opening mediation statements and reply statements, along with supporting exhibits. The parties also conducted pre-mediation teleconferences with representatives of Phillips ADR Enterprises, P.C. The parties then engaged in arm’s-length negotiations during the mediation session. At the end of the conference, Judge Phillips facilitated a settlement between Federal and State Lead Counsel and counsel for the Tezos Foundation and the DLS Defendants that was documented in a binding term sheet. Thereafter, all parties reached an agreement-in-principle to resolve the Litigations on the terms set forth in the Stipulation, subject to approval by the Court.

On, May 1, 2020, the Court preliminarily approved the Settlement, authorized the Electronic Notice to be emailed to potential Settlement Class Members and the Notice to be posted online, as well as approved the dissemination of other forms of notice, and scheduled the Settlement Hearing to consider whether to grant Final approval to the Settlement.

If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded. The Settlement Class consists of:

All persons and entities who, directly or through an intermediary, contributed Bitcoin and/or Ethereum to what the Defendants describe as a fundraiser and what the Plaintiffs describe as an Initial Coin Offering conducted by the Foundation between July 1, 2017, and July 13, 2017, inclusive.

Excluded from the Settlement Class are:

1. Defendants;
2. Members of the immediate family of Arthur Breitman, Kathleen Breitman, Johann Gevers, or Timothy Draper;
3. Any person who was an officer or director of the Foundation, DLS, Draper Associates, or Bitcoin Suisse during the Fundraiser/ICO and any members of their immediate families;
4. Any parent, subsidiary, or affiliate of the Foundation, DLS, Draper Associates, or Bitcoin Suisse;
5. Any firm, trust, corporation, or other entity in which any Defendant or any other excluded person or entity had a controlling interest during the Fundraiser/ICO; and
6. The legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded persons or entities.

Also excluded from the Settlement Class are those Persons who timely and validly request exclusion. See FAQ 11.

PLEASE NOTE: RECEIPT OF THE ELECTRONIC NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.

Federal Lead Plaintiff and State Plaintiff and Federal and State Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and time it would take to prosecute the Litigations against Defendants through trial and through any subsequent appeals. Likewise, they have taken into account the uncertain outcome and the risk of any litigation, especially in complex actions such as the Litigations, as well as the difficulties and delays inherent in such litigation.

In addition to the risks inherent in this type of litigation generally, these Litigations included additional risks which reduced the likelihood that Plaintiffs could succeed in recovering any or all damages alleged in the Litigations. Among those risks were (1) the risk that a class could not be certified; (2) the risk that damages could not be collected from the Tezos Foundation, which is located in Switzerland; (3) the risks associated with litigating a case concerning cryptocurrency, which is a new and quickly developing field of law; (4) the risk that the Court would ultimately conclude that Tez were not securities; and (5) the risks associated with the fluctuating prices of Bitcoin, Ethereum, and Tez, which could have the effect of reducing or eliminating any measure of damages.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, Federal Lead Plaintiff and State Plaintiff and Federal and State Lead Counsel believe that the Proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class. They believe that the Settlement provides a substantial benefit to the Settlement Class, namely $25,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller or no recovery after class certification, summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Litigations and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Federal Lead Plaintiff failed to establish any essential legal or factual element of their claims against Defendants, neither Federal Lead Plaintiff nor the other members of the Settlement Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, either at class certification, at summary judgment, at trial or on appeal, the Settlement Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

As a Settlement Class Member, you are represented by Federal Lead Plaintiff and Federal Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in FAQ 13.

If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the instructions in FAQ 11.

If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of Allocation, or Federal and State Lead Counsel’s application for an award of attorneys’ fees and litigation expenses, and if you do not exclude yourself from the Settlement Class, you may present your objections by following the instructions in FAQ 13.

If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Federal Lead Plaintiff and State Plaintiff and each of the other Settlement Class Members, on behalf of themselves and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Claim against the Released Defendants, and shall forever be barred and enjoined from prosecuting any or all of the Released Claims against any of the Released Defendants.

“Released Claims” means any and all claims, demands, rights, causes of action, and liabilities of every nature and description (including Unknown Claims as defined herein), whether known or unknown, contingent or absolute, liquidated or not liquidated, accrued or unaccrued, suspected or unsuspected, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, which now exist, heretofore or previously existed, or may hereafter exist, including, but not limited to, any claims arising under federal, state, common, or foreign law, that Plaintiffs or any other member of the Settlement Class asserted in the Consolidated Complaint for Violations of the Federal Securities Laws filed in the Federal Action on April 3, 2018, as amended, or the Second Amended Complaint filed in the State Action on May 16, 2019, or could have asserted in either the Federal Action or the State Action or could in the future assert in any forum that concern, arise out of, refer to, are based upon, or are related in any manner to the allegations, transactions, facts, matters, occurrences, representations, statements, or omissions alleged, involved, set forth, or referred to in any of the Litigations. Notwithstanding the foregoing, “Released Claims” does not include claims relating to the enforcement of the Settlement, nor does this release cover, include, or release any claims by any governmental entity that arise out of any governmental investigation of Defendants relating to the conduct alleged in the Action.

“Released Defendants” means each and all of the Defendants (i.e., DLS, Arthur Breitman, Kathleen Breitman, and the Foundation) and each of their Related Parties, as well as Johann Gevers, Timothy Draper, Draper Associates, and Bitcoin Suisse.

“Unknown Claims” means (i) any Released Claims that Releasing Plaintiffs and Settlement Class Members do not know or suspect to exist in his, her, or its favor at the time of the release, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Defendants, or might have affected his, her, or its decision not to object to this Settlement or seek exclusion from this Settlement, and (ii) any Releasing Defendants’ Claims that Defendants do not know or suspect to exist in his, her or its favor at the time of the release, which, if known by him, her, or it, might have affected his, her or its settlement with and release of the Released Plaintiffs and Settlement Class Members. With respect to any and all Released Claims and Releasing Defendants’ Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Federal Lead Plaintiff and State Plaintiff shall expressly waive and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil Code §1542 and any law of the United States, or any state or territory thereof, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §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 his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Releasing Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Federal Lead Plaintiff and State Plaintiff shall fully, finally, and forever settle and release and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. Federal Lead Plaintiff and State Plaintiff acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement of which this release is a part.

The Judgment will also provide that, upon the Effective Date, each of the Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Releasing Defendants’ Claims (including Unknown Claims) against Released Plaintiffs and Settlement Class Members, and Federal and State Lead Counsel, whether arising under federal, state, common, or foreign law. Upon the Effective Date, the Defendants will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting the Releasing Defendants’ Claims against any of the Released Plaintiffs and Settlement Class Members, and Federal and State Lead Counsel. Defendants are aware of the California Civil Code §1542 and expressly waive and relinquish any rights or benefits available to them under this statute.

“Releasing Defendants’ Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common, or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the Litigations or the Released Claims against the Defendants. Notwithstanding the foregoing, “Releasing Defendants’ Claims” does not include claims relating to the enforcement of the Settlement.

“Releasing Plaintiffs and Settlement Class Members” means Federal Plaintiffs, State Plaintiff, each Settlement Class Member, and to the fullest extent permissible under law, each of their Related Parties.

To qualify for a payment, you must have timely submitted a valid Proof of Claim with supporting documents. The deadline to submit a claim was October 16, 2020.

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid twenty five million dollars ($25,000,000) in cash. The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.” If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less [a] all federal, state, and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying Taxes owed by the Settlement Fund [including reasonable expenses of Tax attorneys and accountants]; [b] the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; and [c] any attorneys’ fees and expenses awarded by the Court) will be distributed to Settlement Class Members who submit valid Proof of Claim and Release forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final. Defendants shall not have any liability, obligation, or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the Plan of Allocation.

Approval of the Settlement is independent from approval of a plan of allocation. Any determination with respect to a plan of allocation will not affect the Settlement, if approved.

Unless the Court otherwise orders, any Settlement Class Member who fails to submit a Proof of Claim and Release form on or before October 16, 2020, shall be fully and forever barred from receiving payments pursuant to the Settlement, but will in all other respects remain a Settlement Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given. This means that each Settlement Class Member releases the Released Claims against the Released Defendants (as defined in FAQ 5) and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Claims against any of the Released Defendants whether or not such Settlement Class Member submits a Proof of Claim and Release form.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Settlement Class Member.

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her, or its Proof of Claim and Release form. Only Settlement Class Members will be eligible to share in the distribution of the Net Settlement Fund. Persons and entities who are excluded from the Settlement Class by definition or who exclude themselves from the Settlement Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Proof of Claim and Release forms.

The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund to Settlement Class Members. The calculations made pursuant to the Plan of Allocation are not intended to be estimates of, nor indicative of, the amounts that Settlement Class Members might have been able to recover after a trial. Nor are the calculations pursuant to the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund.

“Recognized Loss Amounts” are based on the difference in the value of (1) contributions made to what Plaintiffs describe as the Tezos blockchain “Initial Coin Offering” and what Defendants describe as a fundraiser conducted in July 2017 (the “July 2017 Tezos Contributions”) and (2) the corresponding genesis block XTZ at the time of sale or, if the XTZ were not sold, at the time the parties entered into a settlement, as set forth in greater detail below. For individuals who have never claimed, activated, used, delegated, sold, or transferred (“accessed”) their tokens, Recognized Loss Amounts are based on the value of the July 2017 Tezos Contributions. Accordingly, in order to have a Recognized Loss Amount under the Plan of Allocation, a Settlement Class Member must provide both (1) proof of their contribution and (2) proof of either (a) their sale of XTZ, (b) their current possession of XTZ allocated to them in the Tezos genesis block, or (c) the fact the Settlement Class Member has not accessed the XTZ tokens allocated to such member in the Tezos genesis block.

Unless otherwise defined, all terms used herein have the same meanings as set forth in the Stipulation of Settlement dated March 16, 2020 (the “Stipulation”), which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Federal Litigation and for dismissal of the Federal Litigation and the State Litigation with prejudice upon the terms and conditions set forth therein.

Federal and State Lead Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Federal and State Lead Counsel been paid for their litigation expenses. Before Final approval of the Settlement, Federal and State Lead Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed one-third of the Settlement Fund. At the same time, Federal and State Lead Counsel also intend to apply for an award of litigation expenses in an amount not to exceed $300,000.00, which may include an application for reimbursement of the reasonable costs and expenses incurred by Federal Plaintiffs and State Plaintiff directly related to their representation of the Settlement Class. The Court will determine the amount of any award of attorneys’ fees and litigation expenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

Each Settlement Class Member will be bound by all determinations and judgments in the Litigations, whether favorable or unfavorable, unless such person or entity delivered a written Request for Exclusion. The deadline to submit an exclusion was August 6, 2020.

The Settlement Hearing will be held on August 27, 2020, at 1:30 p.m., before the Honorable Richard G. Seeborg at the United States District Court, Northern District of California, San Francisco Courthouse, Courtroom 3, 17th Floor, 450 Golden Gate Avenue, San Francisco, CA 94102. The Court reserves the right to approve the Settlement, the Plan of Allocation, Federal and State Lead Counsel’s motion for an award of attorneys’ fees and litigation expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class.

Settlement Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Settlement Class Member does not attend the hearing. You can participate in the Settlement without attending the Settlement Hearing.

The Settlement Hearing may be adjourned by the Court without further written notice to the Settlement Class. If you intend to attend the Settlement Hearing, you should confirm the date and time with Federal Lead Counsel or check this website for updates.

Any Settlement Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation, or Federal and State Lead Counsel’s motion for an award of attorneys’ fees and litigation expenses. Objections must be in writing and must contain:

1. The name, address, and telephone number of the Person or entity objecting and must be signed by the objector;
2. A statement of the Settlement Class Member’s objection or objections, and the specific reasons for each objection, including any legal and evidentiary support the Settlement Class Member wishes to bring to the Court’s attention; and
3. Documents sufficient to prove membership in the Settlement Class, including the amount of Bitcoin/Ethereum that the objecting Settlement Class Member contributed during the Settlement Class Period (i.e., between July 1, 2017, and July 13, 2017, inclusive), as well as the dates and prices of each such contribution.

You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Northern District of California, and you must also serve the papers on Federal Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before August 6, 2020.

You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Federal and State Counsel’s motion for an award of attorneys’ fees and litigation expenses, and if you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Federal Lead Counsel and Defendants’ Counsel at the addresses set forth above so that it is received on or before August 6, 2020. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such Persons may be heard orally at the discretion of the Court.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Federal Lead Counsel and Defendants’ Counsel at the addresses set forth above so that the notice is received on or before August 6, 2020.

Unless the Court orders otherwise, any Settlement Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the Proposed Settlement, the proposed Plan of Allocation, or Federal and State Lead Counsel’s motion for an award of attorneys’ fees and litigation expenses. Settlement Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

You may not object to the Settlement, the Plan of Allocation or Federal and State Lead Counsel’s motion for attorneys’ fees and litigation expenses if you exclude yourself from the Settlement Class or if you are not a member of the Settlement Class.

This website and the Notice contain only a summary of the terms of the Proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Northern District of California, United States Courthouse, 450 Golden Gate Avenue, San Francisco, CA 94102. Additionally, copies of the Stipulation and any related orders entered by the Court will be posted the Important Documents page of this website.

All inquiries concerning this website, the Notice, and the Claim Form should be directed to the Claims Administrator or Lead Counsel at:

In re Tezos Securities Litigation c/o Epiq P.O. Box 3770 Portland, OR 97208-3770  1-866-977-1042 (U.S. & Canada Toll-Free)  1-503-597-7670 (International)  info@TezosFoundationSettlement.com

Block & Leviton LLP Attn: Jacob A. Walker, Esq. 260 Franklin Street Suite 1860 Boston, MA 02110  tezos-settlement@blockesq.com

Do not call or write the Court, the Office of the Clerk of the Court, Defendants, or their counsel regarding the Proposed Settlement.