Token Regulatory Status Memorandum

Entered into force on February 21, 2026.

On-chain voting result: association.dao.eth/transaction-hash

1. Introduction and Disclaimer

1.1. Purpose: This Token Regulatory Status Memorandum (hereinafter the "Memorandum") provides a legal analysis and justification of the classification of tokens issued by New Epoch Association (hereinafter the "Association") and represents the official position of the Association regarding regulatory compliance.

1.2. Classification: The Association issues Formation Tokens (hereinafter "FT") and Governance Tokens (hereinafter "GT"). This Memorandum explicitly affirms that neither FT nor GT are securities, investment contracts, or any other regulated financial instruments under the laws of Switzerland, the USA, the European Union, or any other applicable jurisdiction. The Association is not a broker, dealer, underwriter, exchange, or investment services provider.

1.3. Disclaimer: None of the information contained in this Memorandum should be construed as an offer of securities, financial, investment, tax, or legal advice. Token holders must seek advice independently from qualified professionals.

1.4. Tax Responsibility: The Association provides no guarantees or advice regarding taxation. Token holders bear sole responsibility for compliance with tax laws of their jurisdiction, including reporting any income derived from the purchase, sale, or use of Tokens.

2. Analysis Under Swiss Law

2.1. Applicable Law: The Association operates as a decentralized autonomous association pursuant to and in accordance with the principles set forth in Articles 60 and following of the Swiss Civil Code. The regulatory analysis of tokens is primarily based on FINMA guidelines (Swiss Financial Market Supervisory Authority).

2.2. Status of Formation Token (hereinafter "FT"): FT is classified as a Utility Token because:

2.2.1. Functionality: FT is intended to grant access to services provided by the Association’s protocol, including the right to donate funds to Grants for Teams and participate in governance mechanisms within the Association’s ecosystem to support the Association’s Mission.

2.2.2. Absence of Investment Intent: FT confers no rights to capital, asset shares, profits, or dividends.

2.3. Status of Governance Token (hereinafter "GT"): GT is classified as a Governance Token because:

2.3.1. Sole Purpose: GT grants the exclusive right to vote in the decentralized decision-making process (On-Chain Voting) pursuant to the Governance Resolution and Lex Cryptographica.

2.3.2. No Income Link: GT functionality is not linked to any expectation of income from the efforts of Authorized Representatives or the financial success of the Association.

3. Analysis Under U.S. Law

3.1. Howey Test Principle: To determine whether a token constitutes an investment contract (and therefore a security) under U.S. law, the Howey Test, comprising four elements, is applied: 1) Investment of money; 2) Common enterprise; 3) Expectation of profits; 4) Profits derived from the efforts of others.

3.2. No "Investment of Money": Funds received by the Association (via FT or otherwise) are classified as grants, donations, or contributions toward operational expenses, not as capital investments in a commercial enterprise. The purpose of these funds is to fulfill the Association’s Mission (support of public welfare), not profit generation.

3.3. No "Common Enterprise": Token holders do not share an expectation of financial success comparable to traditional corporate shareholders. Their common interest is focused on fulfilling the Mission and developing the decentralized protocol, not on token price appreciation. Risks and rewards for token holders are decentralized and do not depend directly on the financial success of the Association.

3.4. No "Expectation and Profits from Efforts of Others": This key element is absent because:

3.4.1. Transparency: Decisions on Grants allocation and Asset use are made by Governance Token holders through transparent On-Chain Voting.

3.4.2. Decentralization: Token value is determined by market demand, not by management efforts of Authorized Representatives. The Mandate of Authorized Representatives is limited to technical implementation, administrative support, and legal compliance, not investment management. The Association deliberately avoids providing services related to investment advice or active Asset management aimed at generating profits for token holders.

3.4.3. Absence of Guarantees: The Association and its Authorized Representatives provide no guarantees or promises of token value appreciation. Their efforts are exclusively directed at maintaining the protocol and the Association’s Mission.

4. Conclusion on Regulatory Status

4.1. Conclusion: Based on analysis of applicable law (Switzerland) and precedent (U.S.), the Association concludes that neither Formation Tokens (FT) nor Governance Tokens (GT) are subject to regulation as securities. They are products based on access and decentralized governance.

4.2. Ongoing Compliance: The Association commits to maintaining its activities and token functionality so as to continuously minimize the risk of regulatory requalification, in particular by:

4.2.1. Preserving a decentralized governance structure;

4.2.2. Excluding any statements guaranteeing profits or investment value of Tokens;

4.2.3. Strict compliance with the Association’s Anti-Money Laundering, Counter-Terrorism Financing, and international sanctions Policy.

5. Effective Date and Amendments

5.1. Effective Date: This Memorandum enters into force simultaneously with the date and time of entry into force of the Governance Resolution and is binding on all Authorized Representatives and external counterparties.

5.2. Amendments: Any changes to this Memorandum may only be made by Voting with Qualified Confirmation performed in accordance with provisions established in the Governance Resolution.

5.3. Notice: Continued use of the Association’s website, software, and Tokens following publication of amendments constitutes user acceptance of the updated Memorandum.