1. Introduction

1. This Complaint is intended to address allegations made against Phillips and Ben Reed by Ryan Breslow, Alex Fine, and Jon Gordon (hereafter collectively referred to as the "Breslow Group") through their aggressive lawsuit detailed in the Forbes March 3, 2022 article. We had hoped that efforts by Phillips, Ben, and our counsel before the United States Southern District Court of Florida would exonerate us, but the Breslow Group has been relentless in continuing to fabricate claims and additional allegations against them. Litigation is both expensive and slow. We are clocking in almost 10 months from the initial filing and preliminary injunction, and we have not entered the discovery phase. In additional, the Breslow Group has been using "anonymous" methods to disparage Phillips and Reed with other Web3 projects, causing the already small cryptocurrency community to be suspicious of interacting with any site or smart-contracts created by the Movement core contributors. The Juicebox Discord community have even expressed concern about opening a pdf file from Phillips.¹

2. Certain aspects of the litigation may be confusing and fact intensive to those not involved. The Breslow Group and their attorneys have endlessly dissembled, claimed fraud at each turn, and implemented other bad-faith tactics that the pleadings even make the reader dizzy at this point. Again, the actions by the Breslow Group are pure slander and serve to conceal the fraud they themselves architected, and of which Phillips and Reed attempted to thwart.

3. What follows serves as a compressed recitation of the timeline of activities that gave birth to these claims against Phillips and Benjamin Reed ("Reed"), grouped with the sworn declarations by the Breslow Group which are rebutted with facts and citations, some of which are publicly accessible, and much of which are not currently before the S.D. of Florida Court (which will be explained further). As such, Movement contributors authored this Complaint (in markdown) to the Web3, Cryptocurrency, and DAO Community to set the record straight, to clear their names, and caution Web3 communities of how easily bad actors can disrupt a crypto project. Given the purported vast resources available to the Breslow Group, their penchant for fraud, and reckless disregard for the truth (or inability to keep track of their lies), this Complaint will be published with key exhibits, while others have been withheld and submitted to law enforcement. As I will enumerate, each of the Breslow Group allegations are demonstrably and patently false, and it has been our experience that this type of rampant behavior is indicative of a pervasive pattern, which given the recent publicity of the SBF Trial, should caution those seeking to facilitate frauds, openly participate, or as we have chosen to stand-up against it, the Breslow Group's resources have enabled them to engage unethical attorneys and attempt to fabricate an alternative history, devoid of truth, uncoupled from Git history and other forensically sourced materials.

2. Contributor's Background

1. While not pertinent to the facts of the allegations, the Breslow Group has made ad hominem attacks against Phillips which he will address separately, and thus not included in this letter.

3. Summary of the Scheme

1. This summary details the conduct of Ryan Breslow, Alex Fine, and Jon Gordon, who individually and collectively devised a scheme to launch a cryptocurrency non-profit and experimental decentralized autonomous organization (commonly referred to as a “DAO”). This summary will go through a compressed timeline of events from when Mark Phillips ("Phillips") first was hired by the Breslow Group up to the present, and the timeline will include statements from the declarations that the Breslow Group and attorney Reed Yurchak ("Yurchak") submitted to the United States Southern District Court of Florida in connection to the complaint they submitted against Phillips and Reed. The purpose of having these statements from their declarations interwoven in the timeline of events is to show how they are attempting to create a false narrative and mislead the public, Court (and themselves), and the lengths they are willing to go to conceal their fraud.

2. The declarations filed in the aformentioned Southern District of Florida case from the Breslow Group and Yurchak were submitted on March 23, 2023², Jon Gordon also had additional declarations submitted on March 13, 2023³, March 20, 2023⁴, March 23, 2023⁵ and March 24, 2023⁶.

3. Phillips was hired as the architect and software development lead to develop tooling for DAOs and NFTs for the project that would eventually be known as Movement DAO ("Movement"). While Movement was presented as a non-profit, the Breslow Group wanted certain features to accommodate managing for-profit entities onchain, ostensibly enabling the underpinnings for the Ryan Breslow Enterprise Fund, which is a “Founders Fund” collection of for-profit companies for which the Breslow Group would unlawfully raise capital for new start-ups, existing companies, and/or community projects by using cryptocurrency, under the auspice of an unregulated experimental DAO; essentially using the DAO creation DApp platform to circumvent securities laws.

4. While Phillips was programming under the Breslow Group's direction, Breslow, Fine, and Gordon authored the Movement GitBook and architected its marketing with the goal of inducing the public to contribute cryptocurrency to the project's "endowment fund". Additionally, the Breslow Group recruited individuals to aid in marketing, development, and community management, and promised these individuals fiat currency and/or Movement tokens as compensation.

5. In doing so, the Breslow Group made false promises regarding the entity's non-profit status, concealed their true profit motive, dissembled about the developer compensation budget they were providing, and made false representations to the developers and community contributors they recruited about how the founder tokens/funds would be locked. They deceived the communities they courted by promising tokens, grants, and funding for the DAOs or "Movements" they created using the DApp, and reneged on paying out millions of dollars of promised tokens and compensation that was agreed upon, despite many of those who were promised compensation fulfilling all of their obligations under their agreements for contributing to Movement.

6. The Breslow Group operates with impunity, immune to the consequences of their actions, and they have no regard for the law or the truth. They have no qualms about lying to the public or the Court, and do so with aid from their attorneys. They have no qualms about using the legal system to harass and intimidate others. The Breslow Group are simple frauds seeking to use legal intimidation to conceal their scheme steal the Movement treasury which they have no right to possess or control.

4. Breslow's Bolt Litigation

1. On July 25, 2023, Breslow was sued by one of Bolt's shareholders (Breslow is the founder of Bolt), Activant Ventures, claiming a breach of his fiduciary duties and unjust enrichment with regards to Bolt paying $30m on a loan that he personally guaranteed, which he defaulted on in February of 2023.⁷ Separately, in May of 2022, the SEC notified Breslow that he was under investigation in regard to some of the representations he made in connection with Bolt's Series E fundraising round.⁸ The investigation came shortly after the New York Times, in May of 2022, revealed that Breslow inflated Bolt's business metrics, causing an increased valuation of Bolt, its share price, and ostensibly his personal net-worth.⁹

5. Breslow's Loan

1. Enabled by his high paper net-worth, in January of 2022, Breslow secured a $30m loan from J.P. Morgan by pledging his Bolt stock as collateral. The J.P. Morgan loan term was twelve (12) months and due in full in February of 2023. Undeterred by the loan terms, Breslow and his extended entourage impressively spent all of the funds by October 1, 2022. The existence of the loan became public with the Activant Ventures lawsuit.

2. As a result, it was revealed that Breslow's lavish spending and lifestyle was entirely fueled by borrowed capital, and this casted a new light on Breslow's motivations in the funding and creation of his cryptocurrency projects, along with the extreme secrecy of his involvement in these projects, his efforts to conceal his token holdings, and subsequent efforts to divest his donations.

6. Criminal Liability

1. False statements using computers and the internet (webpage), GitBook or Discord, in order to induce 3rd parties to send money or property (i.e. cryptocurrency) is wire fraud, and false statements (or material omissions) in connections with the purchase and sale of securities is securities fraud. This Open Letter will enumerate the false statements and material omissions made by the Breslow Group in connection with Movement. An example of a recent cryptocurrency indictment in the S.D. of Florida is United States v. Emerson Pires, Flavio Goncalves, and Joshua David Nicholas, which is a good example of the type of conduct which the Breslow Group engaged in, notably Conspiracy to Commit Wire Fraud (18 U. S. C. § 1343) and Conspiracy to Commit Securities Fraud (18 U. S. C. § 371) - Individuals who knowingly and willfully use and employ one or more manipulative and deceptive devices and contrivances contrary to Rule 10b-5 of the Rules and Regulations of the United States Securities Commission, Title 17, Code of Federal Regulations, Section 240.10b-5, by: (i) employing devices, schemes, and artifices to defraud; (ii) making one or more untrue statements of material fact and omit to state one or more material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (iii) engaging in acts, practices, and courses of business which would and did operate as a fraud and deceit upon purchasers of securities, in connection with the purchase and sale of securities in violation of Title 15, United States Code, Sections 78j(b) and 78ff, and Title 17, Code of Federal Regulations, Section 240.10b-5.

7. Timeline of Events

Table 1

Date	Event	Exhibit
12/06/21	Breslow and Phillips Independent Contractor Agreement for Development Work	10
12/24/21	Breslow Group Hires Yurchak Law (Re Token Terms, Custodial Wallets)
01/28/22	Breslow Group's "Ted" Update/Publish GitBook, move.xyz	11
02/02/22	Breslow Group's "Steve" Update/Publish GitBook, move.xyz	12
02/02/22	Breslow Group, Public Contribute Funds to Movement Gnosis	13
02/02/22	Phillips Reviews GitBook and Expresses Concerns Re Statements
02/15/22	Breslow Group Adopts the Movement Governance NFT	14
05/26/22	Breslow Under Investigation by the SEC
06/14/22	Gordon Votes w/ Movement Governance NFTs to Diversify Gnosis Treasury	15
06/17/22	Gordon Recommends Proposal for Community Compensation	16
08/24/22	Movement Non-Profit Status and Governance Updated on Snapshot	17
08/24/22	Movement Adopts Bootstrap Product Development	18
10/01/22	Fine and Breslow Notify Phillips About Liquidity Issues	19
10/02/22	Phillips Authors Fine Premature Liquidation Memo	20
12/27/22	Phillips Authors Breslow Premature Liquidation Memo	21
12/30/22	Breslow Group Attempts To "Rug" Movement	22
01/09/23	Phillips Informs Movement's Emergency Community Committee Re "Rug"	23
01/13/23	Movement's Emergency Community Committee Meeting	24
01/26/23	Movement's Emergency Community Committee Meeting	25
02/03/23	Movement Terminates the Breslow Group's Membership	26
07/25/23	Bolt Series E Investors Sue Breslow for $30m

8. Breslow Group Allegations

1. This section will meticulously outline the allegations brought forth by the Breslow Group against Phillips and Reed and the corresponding statements made within the Breslow Group's declarations that pertain to these allegations. Clear and compelling rebuttals to these claims will then be provided, presenting a well-structured and fact-based response that aims to provide a balanced perspective on each claim. The analysis of the allegations and the corresponding declarations below will demonstrate that these accusations lack merit and fail to withstand scrutiny.

A. "Law Offices of Reed Yurchak (hereafter "Yurchak Law")'s services were only on behalf of Merkaba, Inc, and Yurchak Law was never the Service Provider for Movement" and "The Ethereum address dao-lawfirm.eth or dao-lawfirm.xyz was unaffiliated with Yurchak Law"

I. Declaration Statements

1. Declaration by Reed Yurchak on March 23, 2023,

"At no time did my law firm agree to act as the “service provider” for the Movement DAO. To the extent there are any documents related to the Movement DAO that identify my law firm as a “service provider,” the authors of those documents listed my firm without authorization."

"I have not provided services concerning the Movement DAO or to Merkaba, Inc. since March 2022, the date of my law firm’s last invoice."

"I understand that in a document called Movement DAO “Guiding Principles,” the “Service Provider” is defined to include “dao-lawfirm.eth” and “dao-lawfirm.xyz.” Neither dao- lawfirm.eth nor dao-lawfirm.xyz is affiliated with my law firm."

"I understand that there is at website at the address https://www.dao-lawfirm.xyz/. Neither I nor my law firm have any affiliation with that website. Upon my review of the current iteration of this site, I can see that https://www.dao-lawfirm.xyz/ only lists the email address [email protected]. I do not know the identity of the owner of that email address. That email address is not affiliated with my law firm, and that email address is not authorized to send communications on my or my firm’s behalf."

2. Declaration by Breslow, Fine, and Gordon on March 23, 2023,

"On multiple occasions, Defendant Phillips represented to me that dao-lawfirm was the Law Office of Reed Yurchak. Defendant Phillips also represented to me, including prior to February 2022, that Mr. Yurchak’s firm was a signatory to the DAO endowment account."

3. The aforementioned allegations concerning the fraudulent representation of "dao-lawfirm.eth" and "dao-lawfirm.xyz" addresses being unrelated to Yurchak Law (and by extension requested by the Breslow Group themselves) are the basis for the fraud claims in their complaint, for which the preliminary injunction was granted. It also served as the Breslow Group's foundation for other spurious frauds they advanced. The Breslow Group's attorney, Christopher Berg, threatened Phillips' attorney with sanctions if Phillips' attorneys were to introduce any communications between Phillips and Yurchak that they thought were privileged, revealing Mr. Berg's active effort in concealing his factitious allegations. However, when the Breslow Group retained Yurchak Law, Yurchak inturn retained Phillips to work for his law firm as a cryptocurrency security consultant to create custodial Gnosis wallets and corresponding Ledgers so that the Breslow Group could conceal their identities and cryptocurrency donations through a trust. Communications between Phillips and Yurchak reveal this, as do the transactions and billing history of Phillips' work in Yurchak's 2022 March invoice for the Breslow Group. The Breslow Group themselves implemented the use of Yurchak Law as a service provider for Movement, which of course was agreed to by Yurchak as he prepared the legal agreements within GitBook and edited and revised GitBook. This is all clearly evident in the "privileged" emails, GitBook edit history, and project planning documents.

II. Rebuttal

1. On or around August 9, 2021, Gordon executed an engagement agreement with Yurchak Law through Merkaba, Inc. The scope of the engagement stated,

“We hereby undertake the legal representation of Client as follows: (a) prepare incorporation documents for an investment LLC (“LLC”) and a non-profit corporation (“Foundation”), (b) provide advice appropriate to the initial stages of formation of the entities, including advice concerning consulting and employment arrangements, financing matters and other related issues, (c) advise Client as outside general corporate and securities counsel, and (d) perform other legal work as is customary in the formative stages of the corporate entities as we may mutually agree in writing. In general our professional services may include investigation, research and analysis of legal and factual issues, analysis of applicable law, negotiations with other parties, drafting and preparation of documents, review and comment on documents prepared by others, and written and oral communications with other parties and with you. A more detailed explanation of the Scope of Work is attached hereto as Exhibit “A.”" (emphasis added)

2. On September 17, 2021, Gordon executed a new Yurchak Law engagement agreement for Ted One, LLC. The reason for this new agreement was that the Breslow Group was adamant about operating anonymously with regards to this project, and felt the need to distance themselves away from the name “Merkaba” (which they did not operate anonymously with in prior design, marketing, and consulting engagements for Merkaba). The scope of the engagement stated,

“Ultimately you have request that the firm assist in setting up a non-profit corporation (“Foundation”), (b) provide advice appropriate to the initial stages of formation of the entities, including advice concerning consulting and employment arrangements, financing matters and other related issues, (c) advise Client as outside general corporate and securities counsel, and (d) perform other legal work as is customary in the formative stages of the corporate entities as we may mutually agree in writing.” (emphasis added)

3. On April 8, 2022, Gordon emailed Phillips and attached a copy of the Yurchak Law March 2002 invoice for "Merkaba/Ted One", for which the relevant sections are excerpted below.²⁷ Yurchak Law summarized the "dao-lawfirm.eth" cryptocurrency transactions in the March 2022 invoice, which Phillips performed and which Phillips provided a spreadsheet of on January 9, 2022.²⁸ On December 23, 2021, Phillips provided Yurchak Law with a summary of the Movement Gnosis, Breslow Group Gnosis, and operating Ledgers which the "dao-lawfirm.eth" address created.²⁹ Additionally, Phillips shared the hours he spent performing those tasks on behalf of Yurchak Law.

4. As viewable on the Ethereum Blockchain, the Yurchak Law "dao-lawfirm.eth" Ethereum wallet transactions which are summarized above are reduced to the below table as part of the Yurchak Law 2022 March invoice.

Table 2

Date	ETH TX	Hours	Total
11/22/21-11/30/21	33	3.3	$1,402.50
12/01/21-12/17/21	25	2.5	$1,062.50
12/21/21-12/29/21	36	3.6	$1,530.00
01/03/22-01/10/22	34	3.4	$1,445.00
01/12/22-01/20/22	43	4.3	$1,827.50
01/21/22-01/31/22	42	4.2	$1,785.00
02/02/22-02/10/22	33	3.3	$1,402.50
02/11/22-02/18/22	59	5.9	$2,507.50
Total	305	30.5	$12,962.50

5. Additionally, Phillips (as Yurchak Law's cryptocurrency/security consultant) recorded hours for Yurchak Law's billing purposes, which are extracted from Yurchak Law's 2022 March invoice for the Breslow Group below. The work was done under the direction of the Breslow Group, specifically Fine, per the Breslow Group Checklist, and in their presence (between early December onward, the Breslow Group required Phillips to code at an Airbnb in Seattle under their supervision).

Table 3

Date	Description	Hours	Total
11/02/21	Work on multisig wallets including set up in preparation of launch	9.0	$3,825
11/15/21	Work on multisig wallets with resets	11	$4,675
12/07/21	Work on ledger for multisig wallets with resets	12	$5,100
12/17/21	Work on ledger for multisig wallets with resets	14	$5,950
12/27/21	Work on ledger for multisig wallets with resets	10	$4,250
12/30/21	Finalize multisig wallets, ledger and reset prior to 01/01/21	5.2	$2,210
02/01/22	Creation of Multi[-]signature accounts for each signer; resetting	6.0	$2,550
02/01/22	Creation of Multi[-]signature accounts for each signer;	20	$4,300
02/01/22	Prepare documentation for key management	4.0	$1,700
02/01/22	Preparation of documentation for Ledgers	1.5	$637.50
02/01/22	Preparation of Multi[-]signature documentation	0.8	$318.75
02/01/22	Monitor multi[-]signature key map of MovementDAO.eth...	4.0	$1,850
02/01/22	Export of transactions key for signing records, categorization	0.5	$212.50
02/02/22	Extraction of two key sets	0.3	$106.25
02/03/22	[s]igning of all necessary documentation for multi[-]signature wallets ...	32	$13,600
	Total	130.3	$51,285

1. The cryptocurrency services Phillips performed for Yurchak Law was in addition to the Breslow ICA Exhibit A deliverables and other tasks assigned to Phillips as documented in the Breslow Launch Checklist (such as the Movement Contribution Website), but nonetheless Phillips worked round the clock to accommodate everyone's wishes. The legal work by Yurchak Law largely involved their edits, revisions, and contributions to the GitBook in addition to providing the legal disclaimers/documents relating to securities offering disclosures and terms of token service agreements. The Breslow Launch Checklist references a final review by "law firm", etc. Finally, as detailed in the Yurchak Law 2022 March invoice, billed activities reference to other entities for which the service was provided to, such as TED ONE and "Peace/Movement DAO", contradicting Yurchak's sworn declaration.

2. On December 24, 2021, Phillips was invited to view the Breslow Group's Full Launch Checklist (hereafter “Breslow Group Checklist”) by Fine under the Google account "[email protected]". As Fine was the project lead (as reflected in his token allocation), he and Breslow (referred to as "R" in the Checklist) defined and categorized every aspect of Movement (prior to Phillips' ICA).³⁰

3. The Breslow Group Checklist tracked deliverables from December 5, 2021 through December 31, 2021. Fine referred to Gordon as "Jon" and himself as "Steve". As evidenced in the Breslow Group Checklist, Fine notes under Logistics, "Setup founder multisig wallet", "Setup founder trusts", which is paired with the description, "Founders have trusts set up with law firm" and "law firm service provider" described as "law firm set to the main service provider for the platform." The following table shows excerpts from the Breslow Checklist that directly contradict the Breslow Groups's sworn statements.

Table 4

Category	Deliverable	Description
Release Mgmt	All code deployed live on move.xyz	Launched
Logistics	Setup founder multisig wallet	Setup wallet with $10 in clean ETH for initial ...
Logistics	Setup founder trusts	Founders have trusts set up with law firm
Logistics	Finalize GitBook Community Content	Git[B]ook polished & ready for prime time.
Logistics	Finalize GitBook technology content	Mark adds his content to the GitBook
Frontend	Clear by legal	Add all necessary legal disclaimers
Core Services*	Veto power setup with key wallets	A predefined set of wallets have independent veto power
Core Services	Law firm service provider	Law firm is made the main service provider for the platform
Bonding Curve	The four founders, law firm, and David

*Core Movement Services (emphasis added)

9. The following table contains excerpts from Yurchak Law's 2022 March invoice, which includes the significant time spent working on the editing and revising of the GitBook and its legal agreements, such as the Token Terms of Service.

Table 5

Date	Description	Hours	Total
10/25/21	Legal research re disclosures ... to Git[B]ook, SEC regulations	2.6	$975
11/10/21	Legal research re cookies policy and SAFT	1.3	$487.50
12/05/21	Receive and review email from J.G. re lite paper	0.3	$112.50
12/07/21	Legal research re SEC related emails relating to Merkaba project	0.9	$337.50
12/08/21	Receive and review email (M.P.) re MOU, ... ETH reimbursements	0.5	$250.00
12/11/21	Review and edit lite paper; preparation of email to client to transmit	2.5	$937.50
12/17/21	Legal research re issues related to TOS for Git[B]ook	1.4	$525
12/23/21	Receive and review email ... re Git[B]ook account and disclaimers;	0.5	$187.50
12/26/21	Legal research re token disclosures, privacy policy, terms of service,	2.0	$750
12/27/21	Additional edits (research) ... finalize the documents in Git[B]ook	1.2	$450
12/28/21	Edit Git[B]ook sections adding disclaimers & disclosures for § 1-5	5.0	$1,875
12/30/21	Review and edit GitBook sections 1-7	2.0	$1,000
01/04/22	Prepare final edits and amendments to Git[B]ook; ...	2.0	$1,000
01/21/22	Review of token disclaimers	1.5	$562.50
02/02/22	Legal research re ICC mediation requirements and scope;	12	$4,500
02/03/22	Edit MovementDAO agreement; add warranties and disclaimers;	3.5	$1,750
03/01/22	Begin preparation of documents and paperwork for Peace/MovementDAO	16	$8,000
03/03/22	Legal research re Peace/MovementDAO	6.0	$2,250
	Total	61.2	$25,950.00

1. Again, the Breslow Group's own Launch Checklist document clearly states that the "law firm" is its service provider, referring to Yurchak Law. The GitBook Change History for "Ted", which was used by each of the members of the Breslow Group and reviewed and edited by Yurchak Law, was published to the public on January 28, 2022, and included the following statements about the "law firm service provider",

"A registered law firm acts as a signatory on the funds wallet. They therefore owe a fiduciary duty to the movement and will employ their expertise to ensure that no funds are moved in violation of the movement rules and no requests for funding would be indicative of fraudulent activity." (pg. 72)

11. Within the Terms and Conditions of Token Sale and Use it states,

"THE LAW OFFICE OF REED YURCHAK (THE "COMPANY") WILL ACT AS THE SERVICE PROVIDER FOR THE Movement DAO." (pg. 85)

12. Under "Actions" it states,

"Actions include access to a service provider who can convert crypto into USD...Therefore, the movement can convert $DAI to USD through a law firm who acts as a service provider to the platform." (pg. 88)

Yurchak Law did in fact undertake the actions necessary to convert crypto to USD to pay certain vendors throughout 2022.

13. The GitBook Change History for "Steve", which was used by Fine (and occasionally Breslow), published on February 2, 2022 and edited through February 14, 2022, states,

"Financial transactions are handled after any votes by a IRL law firm acting as a service provider...DAO founders may elect to operate with a Vetoer role which may veto any pending proposal." (pg. 6, the statements is listed twice, under "Slow Start" and "Vetoer")

14. Under "Get Tokens" it states,

"A registered law firm acts as a signatory on the funds wallet. They therefore owe a fiduciary duty to the movement and will employ their expertise to ensure that no funds are moved in violation of the movement rules and no requests for funding would be indicative of fraudulent activity." (pg. 41, and 44)

15. Under "Introduction", the Gnosis Safes ENS and Ethereum addresses, it states,

"dao-lawfirm.eth | 0x752515a3A1091b9f1c04416CF79D1F14d2340085" and "The dao-lawfirm.eth is acting as the initial Service Provider for the DAO." (pg. 46)

16. Under "Legal, Service Provider" it states,

"DAOs are currently not universally recognized as legal entities. Therefore in addition to overseeing the assets of the DAO and how they are distributed by being one of the signers for the Gnosis Safe - dao-lawfirm.eth, the DAO through its members are responsible for the costs associated with its activities. This includes reviewing statements made in this GitBook, what the tokens maybe used for and what Legal Disclaimers and Terms of Use are acceptable given the current laws. (pg. 48)

17. Under "Fees and Expenses",

"Movement DAO developer contemplated the use of a service provider to help facilitate, for example, paying other service providers who may not be strictly anonymous or accepting of Ethereum. Currently an anonymous donor is paying for the fees associated with the service provider until the DAO governance if formed and snapshot votes render the will of its members. ... Following other DAOs, with different charters, such as Flamingo DAO, and the fees associated with their activities, we estimate spending 2% of the assets held per year on such legal services." (pg. 48) 24.

18. On May 5, 2022, Juicebox DAO community member Filip V. (Ethereum address filipv.eth) submitted a Juicebox governance proposal via Snapshot (also referred to as JBP-157) which sought to provide a one-time payout to the “dao-lawfirm.eth” in exchange for a Token Opinion Letter, Terms of Service as detailed in the Yurchak Law Engagement Letter dated May 23, 2022. Yurchak Law included in its letterhead “dao-lawfirm.xyz” (see section 4). On May 24, 2022, the “dao-lawfirm.eth” wallet transferred the initial payment of 10 ETH of compensation to Yurchak Law’s Coinbase account.

For those who don't know, Juicebox DAO (hereafter “Juicebox”) is a similar online application to Movement (Movement forked and extended Juicebox) which enables users to create DAOs, in which users contribute Ethereum and receive Tokens (also referred to as ERC-20) in the project. As part of an effort for the Movement development team to expand its Web3 network, and the community collective decision (including with the Breslow Group) for Movement to build upon the Juicebox code base, Phillips worked with the Juicebox community and connected them with Yurchak Law.

The May 24, 2022 Juicebox DAO payment to dao-lawfirm.eth, along with the subsequent transfer of this payment from dao-lawfirm.eth to Yurchak's personal Coinbase account clearly shows that Yurchak did in fact affiliate dao-lawfirm.eth with his law firm, as he did so for Juicebox.

B. "An understanding between the Breslow Group and Phillips that Breslow was required to authorize the launch of Movement DAO" and "Movement had not launched"

I. Declaration Statements

1. The Declarations by Jonathon Gordon and Alex Fine on March 23, 2023 state,

"It was understood and discussed by myself, Mr. Breslow, Mr. Gordon, and Defendant Phillips that the Movement DAO project would launch only after Mr. Breslow authorized it to launch. It was also understood and discussed among the four of us that Snapshot proposals would only be binding if passed after the Movement DAO project had launched."

2. The Declaration by Ryan Breslow on March 23, 2023 states,

"It was understood and discussed by myself, Mr. Breslow, Mr. Gordon, and Defendant Phillips that the Movement DAO project would launch only after Mr. Breslow authorized it to launch” and "I never authorized the launch of the Movement DAO project."

3. The Declarations by Jonathon Gordon and Ryan Breslow on March 23, 2023 state,

"The Movement DAO did not launch on February 2, 2022. The only thing that occurred on February 2, 2022 was the online publication of the Gitbook white paper and the commencement of the MOVE token presale."

4. The Declaration by Alex Fine on March 23, 2023 states,

"The Movement DAO did not launch on February 2, 2022. The only thing that occurred on February 2, 2022 was the online publication of the Gitbook white paper and the commencement of the MOVE token presale. The DAO endowment account’s ENS (Ethereum Name Service) name makes it clear that the project was in pre-launch on February 2, 2022 and continues to be so today."

II. Rebuttal

1. The ENS Movement-PreSale that Fine refers to is actually a mistake by Etherscan affiliating the Gnosis address with another DAO named Movement. Also, anyone may submit metadata for Ethereum addresses, especially if they are suspected to be a "rug".

2. The Breslow Group Checklist section “Release Management” - “Deliverable”, acknowledged when code was deployed at https://move.xyz. Movement was “Launched”, and the launch was acknowledged in the Breslow Group Checklist, which states “Entire system is live and working on the website. The only thing that’s missing is money in wallets.” The Breslow Group Checklist Table contains a non-trivial number of references to indicate that the project launched. Furthermore, the Breslow Group Checklist marks many tasks as "green", "finished", or "waiting for law firm review", etc. There exists no statements in Discord, GitBook, or other communications which supports the claim that Breslow's "authorization" was required. The statements in the Breslow Launch Checklist, including the Movement social media campaign done by the Breslow Group, all were consistent with launching and promoting Movement. Considering the Breslow Group is now arguing that their contribution was an investment, albeit unregistered, the unilateral control to launch, dissolve, or deploy would seem to be a material omission in conjunction with seeking contributions from the public, such as the Breslow Group did.

C. "Phillips co-authored the Movement Gitbook"

I. Declaration Statements

1. The Declaration by Alex Fine on March 23, 2023 states,

"Defendant Mark Phillips and I co-wrote the Git[B]ook[sic] white paper together. He was heavily involved in the process."

II. Rebuttal

1. This statement is pure fabrication. The GitBook Change History for each of the branches, with the first on January 28, 2022 by "Ted" and the second on February 2, 2022 by "Steve" represent all material content, and virtually all content for the GitBook. Additionally, the Breslow Launch Checklist shows that Phillips' actual involvement was scoped to providing Fine with the technical details such as the section "For Developers" and "Smart Contracts" enumerating the 148 smart contracts which correspond to the Breslow ICA Exhibit A deliverables, which is on pg. 9 through pg. 27 (see the Breslow Checklist Table excerpts above) of GitBook. The aforementioned GitBook Change History logs evidence entirely the Breslow Groups' authorship of the published GitBooks and by inference this lie. Supported by numerous emails, Fine required all reviewers and editors to submit suggestions to him which he would then decide on including himself in the GitBook.

2. The Breslow Launch Checklist, under section "Logistics" defines two distinct deliverables "Finalize GitBook Community Content" and "Finalize GitBook technology content". The latter includes the description "Mark adds his [technology]content to the GitBook". Additionally, the "Finalize GitBook Community Content" under 12/5 (December 5) "first drafted finished" was done prior to the Breslow ICA engagement with Phillips.

3. Considering that the only obligations Phillips had agreed to perform under his ICA agreement with Breslow did not include any work on the GitBook, as seen in Exhibit A of the ICA, along with the work done (and subsequently invoiced and paid) as the cryptocurrency security consultant to Yurchak Law, the story from the Breslow Group does not add up. The Yurchak Law 2022 March invoice contains only Reed and his paralegal's time editing and revising GitBook. Nonetheless, the included referenced January 28, 2022 "Ted" and February 2, 2022 "Steve" GitBook Change History log data definitively show that the Breslow Group created all of the material GitBook content, which is additionally supported by their own Breslow Launch Checklist notes (which itself contains Googles Change History/Activity feed).

4. On January 4, 2022, responding to Yurchak Law with an email which provided an update to Phillips regarding the GitBook edits and revisions, Phillips stated,

"I am honestly coding for the next stretch and aside from putting this [Token Terms of Service] into the disclaimer token signing thing, won't have time to read until the site is complete."³¹

5. Finally, the time period in which the Breslow Group claim Phillips was involved in the co-authorship of GitBook in any substantial manner cannot be reconciled, as Phillips was working on the Breslow ICA Exhibit A deliverables and as presented above, logged significant Yurchak Law billable hours in custodial wallet creation/documentation, and not GitBook authoring. Nonetheless, the aforementioned Git Change History logs evidence entirely the Breslow Group's authorship of the published GitBooks.

D. "Movement Snapshot proposals were "advisory" and "non-binding"" and "Movement required the issuance of MOVE tokens to launch and to "pass governance proposals, make decisions regarding finances, or pass any other resolution relating to the Movement DAO project", and because tokens were never issued, Movement Members never had authority to vote or pass proposals"

I. Declaration Statements

1. The Declarations by Ryan Breslow, Alex Fine, and Jonathon Gordon on March 23, 2023 all state,

"MOVE tokens function as voting power within the Movement DAO community (i.e., one MOVE token is equivalent to one vote). MOVE tokens are to be used by Movement DAO community members to vote on proposals related to, among other things, the governance of the Movement DAO. See Dkt. No. 24-1, Exhibit 2 at 41 (Docket Page) (“The $MOVE token governs the platform. These token holders are responsible for growing the endowment and deploying capital into movements.”)."

2. The Declarations by both Jonathon Gordon and Alex Fine on March 23, 2023 state,

"The proposals that were passed by the Movement DAO community via Snapshot in August 2022 and February 2023 were non-binding, advisory, and lacking any authority because, among other things, the Movement DAO project had not launched and because votes were not cast using MOVE tokens."

"Without MOVE tokens, Movement DAO community members do not have authority to pass governance proposals, make decisions regarding finances, or pass any other resolution relating to the Movement DAO project. Dkt. No. 24-1, Exhibit 2 at 46 (Docket page) (“The Movement DAO is governed by its staked token holders. $MOVE tokens represent the power to influence change to governance, economics, and incentives in the Movement DAO.”)."

3. The Declarations by Ryan Breslow and Alex Fine on March 23, 2023 both state,

"Because MOVE tokens were never created or distributed, the Movement DAO community never received authority or authorization to pass binding proposals on the Movement DAO project or the DAO endowment account."

4. The Declaration by Ryan Breslow on March 23, 2023 states,

“It was also understood and discussed among the four of us that Snapshot proposals would only be binding if passed after the Movement DAO project had launched."

"The proposals that were passed by the Movement DAO community via Snapshot in August 2022 and February 2023 are non-binding, advisory, and lacking any authority because, among other things, the Movement DAO project had not launched and because votes were not cast using MOVE tokens."

"As described in the Git[B]ook[sic] white paper, the deployment of MOVE tokens was a necessary condition that had to occur before Movement DAO community members would receive the authority to pass binding resolutions via Snapshot concerning the Movement DAO endowment and treasury. The Git[B]ook[sic] states “[a]fter the initial $MOVE distribution via contributions to the endowment...the community will manage the remaining treasury through Snapshot.” Dkt. No. 24-1, Exhibit 2 at 47 (Docket page)."

5. The Declaration by Jonathon Gordon on March 23, 2023 states,

"In August 2022, I learned that Defendant Phillips had submitted a number of Movement Improvement Proposals (“MIPs”) via the Snapshot platform. In my discussions with Defendant Phillips, he assured me that their content was necessary to achieve the structure set forth in the Git[B]ook.[sic] He also assured me that the they had no force or effect since the project had not launched. Since I did not consider the proposals to be binding (and Defendant Phillips purported to explain them to me), I felt no need to read them. Only later did I discover that Defendant Phillips misled me about their actual content."

"I voted on MIP-000, MIP-001, MIP-002, MIP-004, MIP-005, MIP-006, MIP-007, and MIP-008 and MIP-007 only because, at the time of the voting, one of my principal roles was to foster and support the Movement DAO community. Although I believed that these symbolic votes had no force or effect, I felt it important to engage in the Movement DAO community’s pre-launch discussions and demonstrate my involvement with that community.

6. The Declaration by Alex Fine on March 23, 2023 states,

"Instead of issuing MOVE tokens—which were the legitimate source of voting rights described in the Git[B]ook—Defendant Phillips created voting units on Snapshot and named them “MOVE.” Defendant Phillips explained to me that these units would function as community badges to encourage buzz and participation in the Movement DAO community, but that they had no legitimacy and conveyed no ownership or voting rights over the Movement DAO. He distributed those voting units to various individuals in the Movement DAO community in a manner that did not correspond with the amount contributed by the recipient."

II. Rebuttal

1. On February 15, 2022, Gordon and Fine, acting pseudonymously, explained to the Movement community in the Movement General channel within Discord that the Movement Ape NFTs would be the official interim governance tokens for the project. Fine, as “mr_fine” stated,

“Based on my understanding I think the NFT serves as the community governance token before the official tokens are released”.

And Gordon, under the Discord user “Fuego”, responded to Fine saying,

“That's correct, it also represents the genesis community that are shaping the platform to come. This project is community first. NFT holders will earn special rewards. These NFTs were not sold to raise money. They were airdropped for free to seed the community with the right people. The rest of the NFTs can only be earned.”

2. Furthermore, On February 21st, 2022, the Breslow Group programmed the Movement Discord bot to send a message to the entire community that said:

“Instead of 2/22/2022, the token release will be on 3/3/2022” and “We have received a very generous donation of $1,000,000 from a community member who is looking to fund additional development, marketing, and community growth. To kick off governance, you will use your MAPES to determine how to best deploy these funds!”

3. These events and statements clearly contradict what was stated in the Breslow Group's Declarations as there was nothing stated that would imply that either the proposal discussed above was advisory and non-binding, nor that voting on this proposal or others around this time would only be legitimate if done with Movement tokens, and not the Movement Ape NFTs.

E. "The Movement endowment was comprised of $16,000,000 of the Breslow Group's funds"

I. Declaration Statements

1. The Declaration by Alex Fine on March 23, 2023 states,

"Defendant Phillips claims that the DAO endowment is comprised of $1,700,000 from contributors other than myself, Mr. Breslow, and Mr. Gordon. I believe that to be inaccurate, as $1,500,000 of the $1,700,000 referenced by Mr. Phillips was contributed under the direction and on behalf of PAF, LLC."

II. Rebuttal

1. The Breslow Group mischaracterize their token contributions and dissemble prior commitments routinely. For example on February 2, 2022, Gordon emailed to Phillips the following "founder pool" summary of contribution attributions.

Table 6

Founders	Percentage	Amount
Breslow (R.B.)	57.50%	$5,627,407.07
Fine (A.F.)	22.50%	$2,202,028.85
Gordon (J.G.)	10.00%	$978,679.49
Phillips	10.00%	$978,679.49
Total	100.00%	$9,786,794.90

The above Founder contributions represent allocations which Breslow contributed on other's behalf, therefore those funds no longer attributed to Breslow.

Table 7

Date	ETH Address	Name	Type	Amount
02/02/22 19:23	0xAE1…4Dcd1	O.B.	ETH	$2,089.71
02/02/22 19:23	0xC5c…A4b79	J.B.	ETH	$4,018.68
02/02/22 19:25	0x284…0d0A2		ETH	$296.49
02/02/22 19:26	0xdeF…06e1c	N.T.	ETH	$3,214.94
02/02/22 20:39	0x4Ab…5dB0c		ETH	$2.67
02/02/22 20:39	0x4Ab…5dB0c		DAI	$1.00
02/02/22 21:50	0x580…53a54		ETH	$803.73
02/02/22 22:30	0xA4e…6931c	B.R.	ETH	$14,136.08
02/02/22 22:30	0xc92…0A296	F.M.	ETH	$39,445.13
02/02/22 22:30	0x277…1fC63	R.M.	ETH	$100,000.00
02/02/22 22:24	0x5d9…0d27E	M.P.	DAI	$978,679.54
02/02/22 22:41	0x277…1fC63	R.M.	ETH	$100,000.00
02/02/22 22:41	0xA4e…6931c	B.R.	ETH	$73,709.84
02/02/22 22:41	0xc92…0A296	F.M.	ETH	$40,436.66
02/03/22 00:14	0xe49…23763		ETH	$1,077.47
02/03/22 14:17	0xdeF…06e1c	N.T.	ETH	$3,232.41
02/03/22 14:28	0xAE1…4Dcd1	O.B.	ETH	$2,065.84
02/03/22 15:9	0xC5c…A4b79	J.B.	ETH	$4,040.52
02/03/22 15:59	0x284…0d0A2		ETH	$307.96
02/03/22 16:57	0x872…aea97		ETH	$3,016.92
02/03/22 21:17	0x74F…C0704		ETH	$8,081.04
02/03/22 22:52	0x6C0…Aeb54		ETH	$897.89
02/04/22 00:46	0x8ff…0d338		ETH	$7,315.57
02/04/22 01:24	0x3D4…4f4C6		ETH	$1,134.66
02/05/22 15:26	0x6C0…Aeb54		ETH	$6,699.82
02/06/22 04:12	0xc92…0A296	F.M.	ETH	$91.85
02/06/22 22:51	0xDb8…3Fc70		ETH	$6,430.01
02/07/22 02:20	0x580…53a54		ETH	$3,142.03
02/07/22 05:36	0xA4e…6931c	B.R.	ETH	$1,176.24
02/08/22 00:27	0x715…1744e		ETH	$2,336.10
02/17/22 20:41	0xB15…D9EC6		ETH	$8,639.34
02/24/22 02:13	0x58E…59984		DAI	$3,000.00
02/24/22 02:16	0x58E…59984		DAI	$2,000.00
02/24/22 02:16	0x58E…59984		DAI	$1,000.00
02/24/22 02:16	0x58E…59984		DAI	$4,000.00
03/12/22 19:32	0xD78…49CCD	O.B.	DAI	$100,000.00
...	...	...	...	...
04/21/22 09:30	0xb92…b0D10	griffingp.eth	DAI	$150.00
04/28/22 18:48	0xCf7…d9CE3	epowell101.eth	ETH	$146.94
04/29/22 18:47	0xEE6…84e85	coinboot.eth	ETH	$281.76
04/29/22 23:50	0x95a…8F07b	vip789.eth	ETH	$1,972.38
05/02/22 05:14	0xd11…a7d97		ETH	$1,115.30
05/22/22 23:55	0xE5a…67305	sal1y.eth	ETH	$40.81
05/25/22 06:37	0x58C…1d013		ETH	$97.02
			Total	$1,548,074.30

Movement Contributions Table truncated for brevity. See Movement Contributions

2. On December 13, 2022, Gordon messaged Phillips over Signal that Breslow was not honoring the token attributions to Fine. Phillips and Reed were unable to understand how Breslow was able to unilaterally change the token allocations. Gordon specifically stated,

"[Fine] means the token allocation pool that was promised. Ryan said he will be getting none of that."

3. The Breslow Group additionally promised several other individuals tokens, which were never delivered or formalized in any manner publicly. For example, per the aforementioned engagement with Yurchak Law § 5, deferred fees and future tokens, Yurchak's email to Phillips on March 13, 2022, and Gordon's April 8, 2022 email to Phillips listed $44,991.70 in deferred tokens.

4. On August 11, 2022, Gordon committed over 800,000 of tokens to Movement Discord contributors ("Gordon Budget") without following through on proposals or documentation.

5. The January 28, 2022 GitBook user "Ted" Change History promised Movement contributors allocations and payouts of the treasury and "day one" tokens, with no restrictions.

Table 8

No.	Statement(s) GitBook Pg. No.	Amount
1	"Galt donated millions to Movement DAO...locked his 20% token stake to provide liquidity for Movement DAO." (pg. 6)	20%,
2	"Movement DAO will pay a bounty for all improvements implemented by the community. Movement DAO has $800,000 worth of day one tokens earmarked to support such community development."(pg. 6)	$800k
3	"10% of all Movement funding is earmarked for product development."(pg. 7), Minimum 5% of tokens are to fund product development. (pg. 90)	10%, $1.6m
4	"Movement DAO has earmarked 5% of tokens for the community and will distribute over $1,000,000 in tokens over the first year directly for community contributions."(pg. 70)	$1m, 5%
5	"BAYC Giveaway ...The giveaway is a random lottery. 1st place: A bored ape ... mutant ape, a pastel ape."(pg. 80)	$318,817
6	"Movement DAO commits to: Minimum 5% of all tokens go towards movements. Minimum 5% of tokens are to fund product development. Minimum 5% of all tokens are to compensate community members."(pg. 90)	15%

The following time-unbounded statements were also made which the Breslow Group appears to ignore:

1. "John Galt's tokens are “locked” after launch meaning that none of Galt's tokens can be re-sold to a community member or transferred to a third party for value." (pg. 72)
2. "Exit Tribute. Fixed amount of every token sale that funds the budget. A high exit tribute dissuades pump and dump, but could also ward off potential community members." (pg. 75-76)
3. "Entry Tribute. Fixed amount of every token purchase that funds the budget. A high entry tribute creates less price stability, but will provide more immediate funding." (pg. 75)
4. "Annualized Deflation. A percent of the endowment automatically converted into a spendable budget." (pg 76)
5. "Vesting Period. A predefined time period where token holders cannot access their entire purchased tokens. Vesting reduces vote fraud and pump and dump schemes. Movement DAO recommends vesting periods for most use cases." (pg. 76)
6. "Vesting Penalty. The penalty for selling vested tokens early. The vesting penalty decreases linearly from the specified penalty amount to zero over the course of the vesting period." (pg. 76)

1. The following table represents some of the Breslow Group's promises in the November 11, 2021 Developer Budget, August 2022 Merkaba Engagement Agreement, September 2021 Ted One Agreement, January 28, 2022 published GitBook, Movement Discord, August 2022 MIP-0003 Bootstrap Development, and August 2022 Gordon promises to the community. Outside of Phillips' efforts via the August 24, 2022 MIP-0003 which was approved, and MIP-0016, MIP-0017, MIP-0018, MIP-0019, MIP-0021 which the Breslow Group rejected (despite being terminated as members), these funds were predominately returned due to the Breslow Groups' February 2023 Preliminary Injunction 30-day look back period. The following promised community payouts had no restrictions.

2. As of June 14, 2022, the Movement Gnosis had DAI 14,379,850.00 (USD 14,352,387.25837) and ETH 867.57986098 (USD 1,063,245) for a total of USD 15,415,632.25837 which was memorialized in the 06/14/22 MIP-0001 Snapshot Proposal to convert DAI 555,000 to ETH, which by 08/10/22, the Gnosis balance increased USD 16,271,642.46 a gain of USD 856,010. For the purposes of computing the percentages of the Breslow Group promises, the Gnosis balance will not include the gain but the original contributions of USD 15,415,632.25837. The Movement Contribution Website advertised the DAO's "Yearly Budget" using the 06/14/22 balance USD 15,415,632.25837 was contributed, thus about 2,312,344.83876. Ethereum, in 2022, was as high as USD 1,965 and low as USD 896, and in 2023, as high as USD 2,000.

Table 9

Purpose	Source/Exhibit	Compensation	Tokens	Dollar Value
Legal Services	Yurchak Invoice		44,992	$44,991.70
Development Role	Developer Budget		100,000	$100,000.00
Development Role	Developer Budget		100,000	$100,000.00
Development Role	Developer Budget		100,000	$100,000.00
Development Role	Developer Budget		100,000	$100,000.00
Developer Role Multisig*	Developer Budget	$4,000,000.00	600,000	$4,600,000.00
Yearly Budget (2022)	Website		-	$2,312,344.83
Source Code Bounty	GitBook (pg. 6)		800,000	$800,000.00
Product Dev (10%)	GitBook (pg. 7)		1,541,563.22	$1,541,563.22
Community (5%)**	GitBook (pg. 70)		770,781.61	$770,781.61
Community (2022)	GitBook (pg. 70)		1,000,000	$1,000,000.00
BAYC Giveaway	GitBook (pg.79-81)	$318,817.00	-	$318,817.00
Product Dev Fund (5%)	GitBook (pg. 90)		770,781.61	$770,781.61
Movement Grants (5%)	GitBook (pg. 90)		770,781.61	$770,781.61
Community (5%)	GitBook (pg. 90)		770,781.61	$770,781.61
Authorized Member	Gordon Budget	$150,000.00	100,000	$250,000.00
Governance, documentation	Gordon Budget	$120,000.00	100,000	$220,000.00
Marketing, documentation	Gordon Budget	$96,000.00	100,000	$196,000.00
Marketing, business development	Gordon Budget	$150,000.00	100,000	$250,000.00
Onboarding workflow	Gordon Budget	$96,000.00	100,000	$196,000.00
Onboarding business dev	Gordon Budget	$60,000.00	100,000	$160,000.00
Operations	Gordon Budget	$150,000.00	150,000	$300,000.00
Service Provider (2%)	GitBook (pg. 48, "Steve")	$334,327.41	-	$334,327.41
		Total	8,219,681	16,007,170.60

8. Pertinent to the Breslow Group claims that Breslow or the Breslow Group "controlled" the voting power of the DAO, setting aside the aforementioned statements regarding use of the Movement NFTs which were "airdropped" to empower the community to govern the DAO, all GitBook versions included the following table.

Table 10

GitBook Branch "main" pg. 12

Name	Description	Percentage
Seeders	Breslow Group	20%
Community Seeders	Funds after ETH 500 and DAI 5m	20%
Treasury	Token for DAO, Compensation, Rewards	20%
Airdrop	Community Groups Identified by Breslow Group	20%
DeFi	Liquidity Pools and Staking Rewards (10%/each)	20%
	Total	100%

The above table was included in the GitBook under "Allocation" with the branch deployed on pg. 23, "Token Allocation" containing the following table.

Table 11

GitBook Branch "deployed" pg. 23

Name	Description	Percentage
Community Seeders	Breslow Group & Community contributions	50%
Airdrop	Community Groups Identified by Breslow Group	20%
Liquidity Pools	Liquidity Pools and Staking Rewards* (10%/each)	20%
Treasury	Token for DAO, Compensation, Rewards	10%
	Total	100%

The 10% of tokens dedicated to staking rewards will serve as the rewards for the first ~30 days. After this time the community will vote on how many new tokens to mint to continue rewards.

9. The above tables both show that even if the Breslow Group individuals were to own the entirety of the "Seeders" and "Community Seeders" tokens, they would only control 40% of the voting power of the DAO from GitBook branch main, or "Community Seeders" from GitBook deployed representing 50% of the total tokens with the remaining belonging to the DAO treasury, community, or individual contributors. Each GitBook predicates the issuance of the tokens to be "audited" by the community, of which despite Phillips' efforts to publish the token contribution snapshot, the Breslow Group never themselves or through their agents proposed any governance proposals to either issue the tokens, instead the Breslow Group dictated to the Community on February 15, 2022 in Discord the use of the Movement NFTs. The Breslow Group's claims that Breslow individually or collectively the Breslow Group controlled the DAO is wholly contradictory to the published GitBooks, the Movement Contribution Website, as well as such as material claim of Breslow's unilateral control of the DAO should have been disclosed to contributors.

F. "The Movement endowment was "never deployed or invested to earn additional proceeds" and the Movement endowment "would never be spent""

I. Declaration Statements

1. The Declarations by Jonathon Gordon, Ryan Breslow, and Alex Fine on March 23, 2023 all state,

"The Movement DAO was created by myself, Mr. Breslow, and Mr. Fine based on several core, fundamental precepts. One such precept was that the DAO endowment would never be spent. This principle was expressly stated in the Gitbook white paper. See Dkt. No. 24- 1, Exhibit 2 at 58 (Docket Page). Rather, all operational expenses and funding for social impact projects hosted on the Movement DAO platform were to be financed by the yields earned from the investment of the DAO endowment."

II. Rebuttal

1. As seen above, on June 14, 2022, Movement posted its first governance proposal, MIP-0001, “Governance #MIP-001 - Emergency Proposal to Convert 550k DAI into ETH via UniSwap, Curve or 0x” which sought to purchase $550,000 of Ethereum with DAI, since cryptocurrency had lost significant value. Gordon, under jimmyethworld.eth voted with 39 MOVE, which was computed based on the Movement NFT he held. He was the largest community member to vote in favor for the proposal. The current value of the purchased Ethereum is approximately over $1,000,000.

2. On August 23, 2022, Movement MIP-0006 was proposed and approved. This MIP appointed Gordon to the Movement Treasury Committee. Other than that, neither Gordon, Breslow, or Fine never proposed, drafted, or otherwise communicated in any way recommendations or suggestions on how to invest the treasury funds, with the exception of the "secret vote" to transfer the treasury to Breslow.

3. Under directions by the Breslow Group, the creation of the Movement Contribution Website (accessible at original.move.xyz) highlighted the fundraising metrics in real time as they were happening: total ETH contributed to Movement, a countdown timer for the "Seeding Period", and the "Yearly Budget" (which was computed as fifteen (15%) of the Movement Gnosis treasury). Within the Git source code repository, Fine, under the Git alias "steve0253" applied initialization parameters to the "yearlyBudget" variable. However, a review of the "Frontend" category section of the Breslow Launch Checklist evidences Fine's oversight and direction of almost every facet of the Movement Contribution Website except its integration into the blockchain, within the Git Issues which Fine used to manage bugs and feature requests - posting hundreds of times. After mid-February of 2022, the Yearly Budget displayed over $2.47m, which conveyed to anyone who contributed that Movement would fund its developers/community contributors. Furthermore, this is what was communicated by the Breslow Group in Discord and GitBook.

4. On March 15, 2022, within the Movement Discord server, Obstacker, myco (two individuals who worked for Gordon), and "jango" (a community contributor) were having a discussion. Jango suggested Movement manage endowment and operation treasuries in completely different wallets as not to be confusing, stating,

"on the juicebox treasury, we might wanna get ENS names for the Funding distribution addresses, and explain the 85% 15% distribution rational in the description at the top."

5. Obstacker, as early as February 11, 2022, explained to new Movement Discord members the mechanics of the Movement treasury which contained two parts, the endowment and the operations budget. As late as June 29, 2022, Obstacker shared with a new Discord user,

"We have not yet utilized any of our treasury, nor do we need to currently, other than swapping assets in that one proposal. So the plan is to have a documented governance process in place before we do so"

6. and in July 19, 2022, Obstacker posted,

"Hey there, yes that's the treasury address...More details to come on process going forward, but we haven't needed to use the treasury so far for operational expenses."

7. Within the January 28, 2022 GitBook user "Ted" Change History, references are made, albeit inconsistently, to the mechanism on how to request compensation in fiat/USD/DAI or cryptocurrency and tokens for work done for Movement.

8. Under "Token Backed Endowment" it states,

"All movements are created with two capital pools: a budget pool and an endowment pool." (pg. 83)

"The budget pool represents discretionary capital availible[sic] for movements to spend on actions. Most DAOs today manage money in this way." (pg. 83)

9. Under "Annualized Deflation" it states,

"A percent of the endowment automatically converted into a spendable budget. Currently in beta." (pg. 78)

10. Under "How the Movement endowment works" it states,

"Movement DAO token holders also govern how the endowment manages its assets.", "Movement DAO is fully managed by its token holders." and "Compensating community members" (pg. 82)

11. The GitBook discusses at length how contributions to Movement generate contribution, and exit Tributes, which applies to the initial contributions - as revenue, yet it appears that the Breslow Group claims that the language in GitBook doesn't apply to their contributions. Other areas in GitBook are clearer,

12. Under "For Developers, Join Developer Community" it states,

"10% of all Movement funding is earmarked for product development. **Movement DAO is actively looking to work with talented web3 developers who are excited to revolutionize how communities fundraise! Developers who join early will be compensated in presale tokens." (pg. 7)

13. Under "For Developers, Bounty" it states,

"Movement DAO will pay a bounty for all improvements implemented by the community. Movement DAO has $800,000 worth of day one tokens earmarked to support such community development." (pg. 7)

14. Under "Community Funding" it states,

"The founders strongly believe in directly rewarding the community members who make Movement DAO possible. Movement DAO will choose the most impactful Movement DAO community members to receive a steady salary in tokens for supporting Movement DAO. For the first 18 months of the project, at the end of every month, the community will vote on who had the biggest impact....Movement DAO has earmarked 5% of tokens for the community and will distribute over $1,000,000 in tokens over the first year directly for community contributions. (pg. 70)

15. In the February 2, 2022 GitBook user "Steve" Change History, under the section “Actions” it states:

“Actions are a request for capital submitted by an individual, to a movement.” (pg. 15) (emphasis added)

“​​This request describes the use of funds, milestones to release capital, …” (emphasis added)

“Access to a service provider who can convert crypto into USD”

“Discrete roles with their own descriptions, salaries, and durations” (emphasis added)

“All Actions have a 24 hour veto period before funds are moved. Select community members possess veto power over all funds that exit Movement DAO. This process adds an extra layer of security for the Movement DAO community.” (emphasis added)

“Actions can be infinitely deployed. … this [sic] actions once and anyone can claim the reward forever.” (pg. 16)(emphasis added)

“Actions are the mechanisms for how movements fund … projects.” (emphasis added)

16. These statements coupled with the Movement Contribution Website stating that the project had a “Yearly Budget”, along with Gordon, Fine, and Steen announcing in Discord that through proposals on Snapshot the Movement treasury would be used to compensate individuals. Gordon, in particular, using "jimmyethworld.eth" compensated individual contributors in Discord from February through August, without a single invoice presented, using funds from the treasury.

17. Other statements and promises in GitBook which would require "spending" the endowment include:

18. Under "Token Allocation" it states,

"The 10% of tokens dedicated to staking rewards will serve as the rewards for the first ~30 days. After this time the community will vote on how many new tokens to mint to continue rewards." (pg. 19)

"DAOs are currently not universally recognized as legal entities. Therefore in addition to overseeing the assets of the DAO and how they are distributed by being one of the signers for the Gnosis Safe - dao-lawfirm.eth, the DAO through its members are responsible for the costs associated with its activities. This includes reviewing statements made in this GitBook, what the tokens maybe used for and what Legal Disclaimersand Terms of Use are acceptable given the current laws. ... Movement DAO developer contemplated the use of a service provider to help facilitate, for example, paying other service providers who may not be strictly anonymous or accepting of Ethereum. Currently an anonymous donor is paying for the fees associated with the service provider until the DAO governance if formed and snapshot votes render the will of its members. Following other DAOs, with different charters, such as Flamingo DAO, and the fees associated with their activities, we estimate spending 2% of the assets held per year on such legal services." (pg. 48)

19. Under "Logistics, Community Funding" it states,

"Movement DAO will choose the most impactful Movement DAO community members to receive a steady salary in tokens for supporting Movement DAO. For the first 18 months of the project, at the end of every month, the community will vote on who had the biggest impact. Movement DAO has earmarked 5% of tokens for the community and will distribute over $1,000,000 in tokens over the first year directly for community contributions." (pg. 70)

20. In order for Phillips to agree to work on Movement, Phillips had negotiated a team compensation package which provided Phillips with unilateral power when recruiting other talent regarding their compensation, which included salary and tokens. The funds to pay for this were separate from the Movement treasury. The Developer Budget of $5m, with $1m of tokens was agreed to on November 11, 2021. This was not documented in the Breslow ICA agreement. Nonetheless, almost immediately after launch, Fine began to dissemble about the amounts and the fashion in which Phillips was able to manage the developer budget.

21. Finally, on June 17, 2022, Gordon messaged Phillips over Signal, stating

“I think we should do a proposal for $1m for community comp”,

to which Phillips responded,

“[L]et’s throw all these head counts into that spreadsheet [I] sent you and lock it down write it up.”

22. On August 11, 2022, Gordon returned the Movement spreadsheet adding eight (8) additional salaries between $60k to $150k and token grants up to \100,000 per individual, promising over 800,000 tokens across the individuals that Gordon was proposing to compensate.

23. All in all, the above clearly shows that the Breslow Group fully intended on spending the Movement treasury, or endowment fund, and themselves and their agents made that clear to contributors and community members.

9. GITBOOK STATEMENTS

1. This section will outline either representations and statements that were made in the Gitbook, and then will be rebutted by showing how what actually took place clearly contradicts those Gitbook statements, or it will outline how allegations made by the Breslow Group are clearly contradicted by representations and statements made in the Gitbook, which the Breslow Group authored.

A. Prerequisite for the issuance of $MOVE tokens

I. Gitbook Statements

1. The GitBook detailed a process for the issuance of the MOVE tokens, citing from "Steve"'s Change History on February 2, 2022 which states,

"The community will have 72 hours to audit the token airdrop list before it is released." (pg. 19)

"Tokens will not be distributed without community approval. The community will have 72 hours to review the Merkel airdrop list." (pg. 41 and 44)

2. Instructions of the $MOVE token drop are inconsistent, largely due to the Breslow Group making stuff up. However, on pg. 18, "The Movement DAO's Seed will occur February 2, 2022, 2:20am, and will total ETH n and n DAI, was originally discussed to define the amount of the endowment as the funds in the endowment (Movement Gnosis) would be the operation and endowment funds for the project. The "Seeding" period referred to specific dates in which contributions were attributed to the endowment. This is why the Breslow Group's contributions were made in multiple transactions. The Breslow Group originally engaged Phillips to implement a bonding curve algorithm (per Breslow ICA, Breslow Launch Checklist), which simply increases the price of the token incrementally, to provide a pricing incentive to contribute earlier.

3. The Section "How are my tokens calculated?" states,

"Tokens will be priced in accordance with a linear bonding curve". (pg. 19).

II. Rebuttal

1. Phillips recommended that instead of the smart-contract computing the token price at the time of contribution (which would cause the contributor to expend Ethereum for the computation), the computation of the price individuals were paying for tokens should occur after the Seeding period, and then tokens would be airdropped to the appropriate address, which is a common method. The Breslow Group approved of this method, and the Breslow Group wrote in the GitBook that there would be a 72 hour audit period and that the tokens would not be distributed without community approval.

2. On February 23, 2022, 6:42 AM, Phillips, using his Discord profile name "tankbottoms", sent the following message to the Movement Governance channel in the Movement Discord Server,

"Hi @everyone , as we are nearing the 3/3/22 token distribution we have been keeping track of all contributions to the Gnosis Safe 0x143cC0A996De329C1C5723Ee4F15D2a40c1203c6 by capturing snapshots. . As we mentioned in the GitBook, if you contributed to the Safe from a CEX (Centralized Exchange such as Coinbase, etc) you will need to let us know what address you want to receive or claim your tokens with - please read in detail what information you need to send to me via DM in order to have your address updated. I will attach both a .csv and .json file of all contributions in the order they occurred as the computation of the token distribution will be done on a bonding curve the timestamp and block number is key. Please take a moment to review the csv and check for your address and verify the contribution amount matches your memory and Etherscan (https://etherscan.io/address/0x143cC0A996De329C1C5723Ee4F15D2a40c1203c6). As we near the token distribution phase we will be configuring a Snapshot strategy to allow individuals with five or more MAPEs the ability to submit proposals, this will change when the token distribution - occurs, but we want to start working with the community on establishing governance, so we have decided to bootstrap the community in this manner . Thank you for APE-ing into governance."

3. The above message published how the computation of tokens allocated to contributors via a bonding curve algorithm would work. Phillips received negative community feedback claiming that the token distribution was unfair. As the GitBook prescribed that community approval was a prerequisite for distributing tokens, Phillips and the team awaited feedback and community direction for token distribution. The Breslow Group never proposed or advanced any community consensus on this $MOVE issuance prerequisite, and instead, the Breslow Group adopted the Movement Ape NFT which was intended to be used for governance in the interim bootstrap phase.

B. "Contributions to Movement DAO were investments and not donations"

I. Gitbook Statements

. The legal agreements created by Yurchak Law for Movement's GitBook (including the disclaimers, Token Terms of Service, and Terms of Use) all state that the contributions were not investments. The engagement agreements between Merkaba, Ted DAO, and Yurchak Law included in the engagement scope that the Breslow Group sought to form a non-profit, in part because Phillips and Yurchak Law repeatedly stated to the Breslow Group that "expectation of profit" enterprise was not legal in this scenario. The Breslow Group's language in the GitBook and Movement concepts purposely touts a better model than "traditional charities" for deploying capital.

2. Under "Community, Vision",

"Galt donated millions to Movement DAO ... and locked his 20% token stake to provide liquidity for Movement DAO. This capital is meant to support the longevity and prosperity of Movement DAO." (pg. 7)

3. Under "Learning, FAQ", it states,

"The founders tokens will be locked for # years from launch, meaning there is no return on investment to the founders until the platform is fully built, operational and successful in its objectives." (pg. 30)

4. Under "Legal, Terms of Use", it states,

"Movement DAO is neither designed to be, nor is it set up to be, an investment vehicle and no jurisdiction has deemed any token produced by Movement DAO to be a “security” as defined by the 1933 Securities and Exchange Act (“The Act”). Movement DAO is specifically designed to take advantage of the benefits of the blockchain and cryptocurrencies to ensure that contributions to nonprofit works will have a larger impact based upon larger financial backing than traditional nonprofit corporations or charities." (pg. 60)

5. Under "Logistics, Get Tokens", it states,

"John Galt's tokens are “locked” after launch meaning that none of Galt's tokens can be re-sold to a community member or transferred to a third party for value." (pg. 72)

Note that the above statement does not include a qualified duration of time.

6. Under "Overview, Basics", it states,

"$MOVE Governance tokens are not to be deemed or interpreted to be representative of any kind of: Currency, legal tender, money or deposit, Investment (whether secured or unsecured), equity interest, proprietary, interest and economic rights, Equity, debt or hybrid instrument, security collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; or Right, title, interest or benefit whatsoever in whole or in part, in any person or property, or any assets. $MOVE Governance tokens are not guaranteed or secured by any person, asset or entity in any way. The team is not under any obligation to issue replacement tokens if they are lost, stolen, destroyed, or otherwise inaccessible for any reason." (This securities disclaimer is repeated multiple times throughout the GitBook.) (pg. 78)

7. Under "Overview, Basics", it states,

"Perhaps Movement DAO's most disruptive quality is its platform wide endowment. This endowment is seeded by the developers who answer to no VCs or investors." (pg. 81)

8. Under "Overview, Movement Capital", it states,

"NOTHING IN THESE TERMS SHALL BE DEEMED TO CONSTITUTE A PROSPECTUS OF ANY SORT, A SOLICITATION FOR INVESTMENT OR INVESTMENT ADVICE NOR DOES IT IN ANY WAY PERTAIN TO AN OFFERING OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION." (pg. 86)

9. Under "Overview, Token Release", it states,

"Galt seeded Movement DAO with owning 20% of all tokens. Galt answer to no investors, venture capitalists or special interest groups. ... These tokens provide Movement DAO with a large capital reserve to fund its ecosystem." (pg. 89)

10. Under "Token Allocation", it states,

"Galt seeded Movement DAO with owning 20% of all tokens. Galt answer to no investors, venture capitalists or special interest groups." (pg. 90)

11. The February 2, 2022, GitBook Change History by user "Steve" states,

Under "Introduction, Basics", it states,

"$MOVE Governance tokens are not to be deemed or interpreted to be representative of any kind of: Currency, legal tender, money or deposit, Investment (whether secured or unsecured), equity interest, proprietary, interest and economic rights, Equity, debt or hybrid instrument, security collective investment scheme managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; or Right, title, interest or benefit whatsoever in whole or in part, in any person or property, or any assets. $MOVE Governance tokens are not guaranteed or secured by any person, asset or entity in any way. The team is not under any obligation to issue replacement tokens if they are lost, stolen, destroyed, or otherwise inaccessible for any reason." (pg. 12, 13)

12. Under "Legal, Token Sale and Use", it states,

"NOTHING IN THESE TERMS SHALL BE DEEMED TO CONSTITUTE A PROSPECTUS OF ANY SORT, A SOLICITATION FOR INVESTMENT OR INVESTMENT ADVICE NOR DOES IT IN ANY WAY PERTAIN TO AN OFFERING OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION." (pg. 23)

13. Under the Movement Contribution Website, the above Token Sale and Use language was included in the "footer" link and "About" link, as well as in a pop-up that appeared prior to any user doing any cryptocurrency contributions, which required the wallet owner to acknowledge that they understood the Token Terms of Service by signing a message with their wallet private key before they were able to contribute.

14. Lastly, both versions by "Ted" and "Steve" of the Movement GitBook included multiple disclaimers stating the above, along with Yurchak Law's provided Token Terms of Service. Furthermore, the Breslow Group received advice that token offerings to the public as investment vehicles were not legal.

C. Movement Governance NFT

I. Gitbook Statements

1. The GitBook detailed the Movement Governance NFT, as seen in "Steve"'s Change History on February 2, 2022,

"The Movement Bored Ape Yacht Club No. 1420 derivative, or MAPE-1420, community badges are a generative collection of which 4444 MAPES exist. The MAPE-1520[sic], which were designed solely to award contributors to the Movement DAO. Individual selection is based on past and present active contributions to DAO governance, proposals, and voting and whose social media has been used to further DAOs in any form. The airdrop isn't simply rewarding these individuals for their past contributions but also their guidance and involvement going forward." (pg. 25)

Snapshot voting strategies during the Movement DAO will employ a governance token available to individuals who stake $MOVE. However, during the bootstrapping phase of the DAO community contributors and based on participation will be granted a MAPE-1420 NFT which will be employed for initial governance. Details to follow.(pg. 50)

II. Rebuttal

2. Fine and Gordon pseudonymously participated in the Movement Discord server, dismissing community questions about their co-founder status and fabricating stories on how they “learned” of the project. For example, on February 15, 2022, Fine, using the Discord username, “mr_fine”, stated,

“based on my understanding (I'm not a moderator or a creator so take it with a grain of salt), but the platform is designed to make it really easy to launch a fully featured DAO (a Movement)” (emphasis added).

3. When in fact, Fine was compensated more than Gordon and Phillips combined, with Breslow contributing over $2.2m on his behalf. Fine and Gordon defined the governance strategy and provided Phillips with instructions and tasks required for their implementation. In order to appear community focused, the Breslow Group agreed that those who contributed would not initially be granted voting power in the DAO, but rather over 1,000 Web3, cryptocurrency, and DAO enthusiasts, along with Movement Discord participants, would be given Movement NFTs which were to be used for governance alongside Discord polls. Ostensibly, individuals who were active in Discord and promoted Movement on social media would be rewarded with the NFTs, which in turn would empower individuals to direct the Movement treasury and vote on all governance matters. Fine and Gordon were both the architect of this governance strategy, as well as the individuals who determined the distribution of the NFTs.

4. Gordon and Fine pseudonymously explained this to the Movement community on February 15, 2022, as seen above.

5. A review of Gordon's "jimmyethworld.eth" Etherscan NFT activity shows hundreds of transfers of said Movement NFTs to individuals, in addition to the spreadsheet of individuals Phillips was instructed to airdrop the NFT to. These distributions took several weeks to execute and incurred Ethereum gas expenses exceeding $80,000. A full list of the NFT recipients is available at airdrop on docs.move.xyz.

6. On June 14, 2022, Movement posted its first governance proposal, MIP-0001, “Governance #MIP-001 - Emergency Proposal to Convert 550k DAI into ETH via UniSwap, Curve or 0x” which sought to purchase $550,000 of Ethereum with DAI, since cryptocurrency had lost significant value at the time. Gordon, under jimmyethworld.eth voted with 39 MOVE, which was computed based on the Movement NFTs he held. Gordon was the largest community member to vote in favor for the proposal.

7. "John Galts" donation instructions in the GitBook, along with the Breslow Group defining the use of the governance NFT and adhering to requiring community approval before the issuance of $MOVE were all created and implemented by the Breslow Group themselves.

10. Additional Pertinent Facts

1. The following communication occurred on October 2, 2022, between Phillips and Gordon over Signal,

"Did Ryan really spend $15m since Dec? And is out? This is kinda of a disaster."

"Yea, a lot of its private travel that he did when fundraising for Bolt. And is in the process of getting reimbursed $8mm. But yes, indeed crazy. he spent 600k on a trip for his friends bday. we had a coming to jesus moment this weekend. he called me to apologize for losing his mind basically"

2. The Breslow Group, individually nor collectively, have never drafted a single Movement proposal to fulfill any of the above commitments, despite the templates and proposals which Phillips' was attempting to advance. Without a full recitation of events available elsewhere, this section will provide additional facts which are pertinent or otherwise relevant to the above up until the time of the Movement February 3, 2023 blog post.

3. The Movement Town Halls were the subject of Phillips' development activities, Fine and Gordon were responsible for community. Between September and December of 2022, the Breslow Group began to mischaracterize their donations to Movement, ostensibly after Breslow had depleted his bank account. Having wholly ignored the numerous enumerated commitments listed above, Phillips felt compelled to prepare memoranda documenting the Breslow Group's commitments as well as Phillips' concerns, namely civil and criminal liability due to unfulfilled promises after public contributions. Specifically, quoting from the October 2, 2022 Movement Assessment Memo,

"Any of the following activity are criminal, as they relate to the above facts, a) omitting material facts to potential investors such as the identity of their principals, how investors funds would be used, and the risks of their investment plans; b) falsely stating the identity of their principals; c) false statements and, or material omissions; d) use false or misleading identities in connection with the promotion of tokens; e) lack of investment disclosures, The unwinding above is the very definition of rug-pull, and would go against the duties of the dao-lawfirms.eth role as the service provider."

4. Phillips expressed concern repeatedly with the Breslow Group's redemption request, stating,

"Criminal liability may arise despite the successfulness[sic] of a scheme."...

"18 U.S.C. § 1348 ... and 18 U.S.C. § 1343" referring to the Supreme Court Case Neder,

"regarding a scheme need not be successful or profitable in order for a crime to be committed" referring to Neder v. United States, 527 U.S. 1 (1999), "proof of actual harm is not required because the federal fraud statutes “prohibit[s] the ‘scheme to defraud,’ rather than the completed fraud."

5. After the Breslow Group's December 30, 2022 order to "rug" the community, Phillips turned to a Movement Emergency Oversight Committee, which met multiple times prior to the action of terminating the Breslow Group membership. What followed was the Breslow Group's campaign of slander and libel, and suing Phillips and Reed with wholly invented allegations, ignoring the above contradictions. The following table enumerates the memoranda dates and subsequent meeting minutes of the Movement Emergency Oversight Committee.

Table 12

Date	Document
10/02/22	Movement Assessment Memo
12/08/22	Fine Talking Points Memo
12/27/22	Breslow Redemption Requests Memo
01/09/23	Movement Emergency Committee Meeting Minutes
01/13/23	Movement Emergency Committee Meeting Minutes
01/17/23	Phillips Response to Breslow Allegation Memo
01/26/23	Movement Independent Committee Meeting Minutes
02/01/23	Authorized Member Actions Blog Post

6. The Breslow Group took efforts to conceal and destroy the above facts, such as on February 7, 2023, Gordon removed Phillips, Reed, and other community members from the Movement Discord server, terminating their access to token-gated channel content. Subsequently, the Breslow Group disabled access to GitBook, and GSuite email and document shares for Merkaba.network and Teddao.xyz. Each service has since been deactivated. Fine removed Phillips' access to his Launch Checklist and other spreadsheets and documents. Breslow Group's attorney Berg has threatened sanctions if communications with Yurchak were presented.

11. Summary

Hopefully this document provides a detailed enumeration of the allegations made by the Breslow Group against Phillips and Reed, accompanied by an analysis of the statements in the Breslow Group's declarations that align with these allegations, and then comprehensive rebuttals that scrutinize the claims made, along with a well-supported counterargument. Ultimately, we aimed to demonstrate that these allegations lack validity and are not substantiated by the evidence presented.

Title 18, U.S.C., § 1001

We affirm that the information we provided is true and accurate to the best of our knowledge. We understand that providing false information could make us subject to fine, imprisonment, or both.

IPFS CID

On November 20, 2023, this document was published to IPFS and the CID is bafybeifaiare53fsbt3zj7bveuqx46hzls2nm7352764c5csaoyw5qh6xm.

Footnotes

1. Juicebox Discord Announcement Channel PDF. ↩

2. March 23, 2023 Declarations of Reed Yurchak, Ryan Breslow, Alex Fine, and Jon Gordon. ↩

3. March 13, 2023 Declaration of Jon Gordon. ↩

4. March 20, 2023 Declaration of Jon Gordon. ↩

5. March 23, 2023 Declaration of Jon Gordon. ↩

6. March 24, 2023 Declaration of Jon Gordon. ↩

7. July 21, 2023 Activant et al., vs. Breslow et al., Case No. 2023-0721-NAC. ↩

8. July 21, 2023 The Information Bolt Probed by SEC Investors Over Statements Made During Fundraising. ↩

9. May 10, 2022 New York Times Bolt Built $11 Billion Payment Business on Inflated Metrics and Eager Investors. ↩

10. December 6, 2021 Breslow and Phillips Independent Contractor Agreement for Development Work. ↩

11. January 28, 2022 Breslow Group's "Ted" Update/Publish GitBook; md. ↩

12. February 2, 2022 Breslow Group's "Steve" Update/Publish GitBook; md. ↩

13. February 2, 2022 Breslow Group, Public Contribute Funds to Movement Gnosis. ↩

14. February 15, 2022 Breslow Group Adopts the Movement Governance NFT; full Discord channel, html. ↩

15. June 14, 2022 Gordon Votes w/ Movement Governance NFTs to Diversify Gnosis Treasury. ↩

16. June 17, 2022 Gordon Recommends Proposal for Community Compensation. ↩

17. August 24, 2022 Movement Non-Profit Status and Governance Updated on Snapshot. ↩

18. August 24, 2022 Movement Adopts Bootstrap Product Development. ↩

19. October 2, 2022 Fine and Breslow Notify Phillips About Liquidity Issues. ↩

20. October 2, 2022 Phillips Authors Fine Premature Liquidation Memo. ↩

21. December 27, 2022 Phillips Authors Breslow Premature Liquidation Memo. ↩

22. Breslow Group email message to Phillips, Re "Rug", December 30, 2022, source. ↩

23. January 9, 2023 Phillips Informs Movement's Emergency Community Committee About the "Rug". ↩

24. January 13, 2023 Movement's Emergency Community Committee Meeting. ↩

25. January 26, 2023 Movement's Emergency Community Committee Meeting. ↩

26. February 3, 2023 Movement Terminates the Breslow Group's Membership, MIP-0015, md. ↩

27. Jon Gordon email message to Phillips, Re Fwd: Donations for Peace DAO, Yurchak Law's Invoice, April 8, 2022, source. ↩

28. Mark Phillips email message to Yurchak Law, Re Expenses and Reimbursements, January 9, 2021, source. ↩

29. Reed Yurchak email message to Phillips, Re Custodial Multi-signature Safes and Ledgers, December 23, 2021, source. ↩

30. Alex Fine email message to Phillips Re Full Launch Checklist Spreadsheet Sharing, December 24, 2021, source, Full GTM Checklist PDF. ↩

31. Marc Welton email message to Phillips Re GitBook Headings, January 4, 2022, source. ↩