PLEASE READ THESE TERMS OF TOKEN CAREFULLY. NOTE THAT SECTION 10 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS.

The Recovery Value USD Tokens (collectively, “rvUSD” or “Tokens”) issued by Recovery Value Special Purpose Limited, a company incorporated in the Republic of Seychelles as an International Business Company (“Company”, “we” or “us”) is subject to these terms (“Terms”). Each of you and the Company is a “Party,” and together the “Parties.”

The ownerships of the Tokens will be bound by these Terms and all terms incorporated by reference.

You and the Company agree as follows:

1. Purpose and Use of Tokens

The Tokens shall have the rights as described in the term sheet (the “Term Sheet”) relating to the restructuring of Liquidity Technologies Ltd (“CoinFLEX” or “LTL” or “Platform”) which has been approved by Supreme Court of Seychelles (https://coinflex.com/blog/coinflex-seychelles-approval-order). It is not intended that the Token shall have any other use, utility or function whatsoever other than as described in the Term Sheet which can be found at https://coinflex.com/blog/coinflex-restructuring-proposal-and-next-steps.

The Tokens do not confer any rights, express or implied, other than described in these Terms or the Term Sheet. In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to LTL and its corporate affiliates, other than rights as specified in the Term Sheet and these Terms.

2. Scope of Terms

The use of Tokens in connection with the Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”). Any Terms and Policies LTL may promulgate will be available at www.coinflex.com. LTL may add terms or policies to the Platform Terms and Policies at its sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the Platform.

3. Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with the Tokens, holding Tokens and using Tokens, as disclosed and explained in the Risk Disclosures set forth in Schedule 1 hereto.

BY ACCEPTING THESE TERMS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON ISSUANCE OF THE TOKENS.

4. Security

Your Security: If you are not going to hold the Tokens on the Platform, then you are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms you use to receive and hold Tokens, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses.

5. Representations and Warranties

By acquiring the Tokens, you represent and warrant that:

1. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate and accept the risks and implications of purchasing the Tokens;

2. You have read and understand these Terms (including the totality of the Term Sheet to which these Terms also apply);

3. You have obtained sufficient information about the Tokens;

4. You understand that the Tokens currently only confer the right to transfer value within the Platform and confer no other rights of any form with respect to the Platform, LTL or the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights other than as specified in the Term Sheet;

5. Your purchase of Tokens complies with applicable law and regulation in a relevant jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;

6. You will comply with any applicable tax obligations in any applicable jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;

7. You have reached the age of majority in your country of residence and are legally able to obtain, hold and use the Tokens;

8. You understand with regard to Tokens, that we make no guarantees that you will be able to resell Tokens, or as to its future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;

9. You understand that you bear the sole responsibility to determine whether your interactions with the Platform, the ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Platform may have tax implications; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any tax liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Platform;

10. You waive the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully here;

11. You understand that the purchase of Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction and that the Token has limited purpose and use as described in the Term Sheet.

12. (i) You are not a citizen or resident of a geographic area in which access to or use of the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) you are not a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) you are not an individual, or an individual employed by or associated with an entity, identified on the applicable restricted party lists, including but not limited to the U.S. Department of Commerce's Bureau of Industry and Security (BIS) Denied Persons List, Unverified List, or Entity List, the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or List of Consolidated Sanctions, or the U.S. Department of State's Directorate of Defense Trade Controls (DDTC) Debarred Parties List.

13. You agree not to allow anyone to use your account or share your credentials with any other person for the purpose of facilitating their unauthorised access to the Token. If you do share your credentials with anyone we will consider their activities to have been made by you. You alone are responsible for any acts or omissions that occur through the use of your credentials. We reserve the right to suspend or block your access to the Token upon suspicion of any unauthorised access or use, or any attempted access or use, by anyone associated with your credentials.

6. Indemnification

1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless both LTL, the Company and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Company Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Parties under applicable law.
2. Each of LTL and the Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 6A. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

7. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; 

NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY LTL AND/OR THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.

NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY LTL AND/OR THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT WILL EITHER LTL OR THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

THE LIMITATIONS SET FORTH IN THIS SECTION 8 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF LTL.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.

9. Release

To the fullest extent permitted by applicable law, you release both LTL and the Company and the other Company Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

10. Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, shall be resolved by arbitration in accordance with the laws of Seychelles. The arbitration shall be conducted by a single arbitrator appointed in accordance with the Arbitration Act of Seychelles. The arbitration shall be held in Seychelles and conducted in the English language. The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. The costs of the arbitration, including the fees and expenses of the arbitrator, shall be borne equally by the parties, unless the arbitrator determines otherwise. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to these Terms is personal to you and LTL and/or the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

11. Governing Law

These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Seychelles, without regard to conflict of law rules or principles (whether of the Seychelles or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

12. Severability

If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

13. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://www.coinflex.com. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

SCHEDULE 1 – RISK DISCLOSURES

1. Specific Risk of the Token
rvUSD is a Token which has been issued pursuant to the ruling of the Supreme Court of
Seychelles with respect to the restructuring of Liquidity Technologies Ltd (see https://coinflex.com/blog/coinflex-seychelles-approval-order).

Trading in tokenised debt instruments, such as rvUSD, carries inherent risks. When the debt issuer is involved in ongoing litigation and the debt is subject to dispute, these risks are heightened. Potential investors should carefully consider the following risks before participating in such investments:

Legal uncertainty: The outcome of the ongoing litigation is uncertain, and a negative ruling could negatively impact the value of the tokenised debt. Additionally, the legal status of tokenised debt may be unclear in certain jurisdictions, and regulatory changes could affect the value and liquidity of the investment.

Credit risk: If the counterparty defaults on its debt obligations or becomes insolvent, investors may lose some or all of their principal investment. The ongoing litigation and debt dispute may increase the likelihood of default or insolvency.

Liquidity risk: Tokenised debt instruments may be less liquid than traditional debt securities, making it more challenging to buy or sell the investment at a desirable price. Ongoing litigation and debt disputes may further decrease liquidity, as potential buyers may be deterred by the increased risks.

Price volatility: The market price of tokenised debt may be more volatile than traditional debt securities, as the market for tokenised debt is typically smaller and more susceptible to external factors. The ongoing litigation and debt dispute may contribute to increased price volatility.

Counterparty risk: As the counterparty is engaged in ongoing litigation and the debt is subject to dispute, there may be heightened counterparty risk. This could include the risk of fraudulent activity, mismanagient, or inadequate disclosure of relevant information.

Reputational risk: Investing in tokenised debt from a counterparty involved in litigation and subject to dispute may expose investors to reputational risk, as their association with the counterparty could negatively impact their own reputation.

Regulatory risk: Regulatory authorities may impose new laws or regulations, or change existing ones, which could have a material adverse effect on the value and liquidity of tokenised debt. The ongoing litigation and debt dispute may also attract regulatory scrutiny, increasing the likelihood of regulatory intervention.

Before trading in tokenised debt, such as rvUSD, issued from a counterparty engaged in ongoing litigation and subject to dispute, you should carefully weigh these risks and consult with legal and financial advisors to determine whether such an investment aligns with your risk tolerance and investment objectives. Our objective is to minimise such risks; however you should be aware that there is always the possibility that:

1.  LTL may not succeed in the legal actions against a defaulting manual margin agreement counterparty as described in the Term Sheet and there may be no proceeds or few proceeds to convert to USDC/USDT or to exchange for the Tokens as described in the Term Sheet.
2.  The Deed of Assignment between the Company and LTL as described in the Term Sheet may not be enforceable.
3.  The Company’s Trustee may terminate, modify or amend the Assignment or the Trustee may be replaced and a successor trustee may decide to terminate, modify or amend the Assignment. There may be a dispute between the Trustee and LTL. Recovery is contingent upon actual recovery and may result in little or no assets for exchange of the Tokens.
4.  There may not be a market for the Tokens.
5.  Like all cryptocurrencies, there is a high risk of losing all investment in the Tokens. As the exchange of the Token is contingent on recovery actions, there is a risk that there will be a need for litigation, arbitration, administrative or contentious proceedings in various jurisdictions with unpredictable outcomes. There is always a possibility that such proceedings may be lengthy, costly or ultimately unsuccessful. There may be very few assets recovered in the recovery actions.

2. Risk of Unknowable or Unfavorable Regulatory Action in One or More Jurisdictions: 
Regulation of tokens (including the Tokens), token offerings, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve, varies significantly among different jurisdictions, and is subject to significant uncertainty. Various regulators, legislative and executive bodies may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Platform and the adoption and utility of the Tokens. Failure by the Company or certain users of the Platform to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. As distributed ledger networks and distributed ledger assets have grown in popularity and in market size, regulatory agencies have begun to take an interest in and, in some cases, regulate their use and operation. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a distributed ledger network or asset, the Platform and Tokens may be materially and adversely affected. Distributed ledger networks also face an uncertain regulatory landscape in many jurisdictions such as Seychelles, Hong Kong, the United States, the European Union, China, and Russia. Various foreign jurisdictions may, in the near future,

adopt laws, regulations or directives that affect the Platform. Such laws, regulations or directives may be in conflict with each other or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Platform and the adoption and utility of the Tokens. New or changing laws and regulations or interpretations of existing laws and regulations, in relevant jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity and use of the Tokens, and the structure, rights, and transferability of Tokens.

3. Risks from Taxation 
The tax characterisation of the Token is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer, and use of Token, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.

4. Risks Associated with Data Privacy Laws
There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Platform’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Platform, which would reduce or diminish the utility of the Tokens and cause the Platform to fail.

5. Unanticipated Risks 
Cryptographic tokens are a relatively new and untested technology. The Token, like all cryptographic tokens, may be in an illiquid market and subject to significant price volatility. In addition to the risks discussed in these Terms, there are risks that the Company cannot anticipate. Further risks may materialise as unanticipated combinations or variations of the discussed risks or the emergence of new risks.