No Dump Agreement
An Undertaking of Non-Disposal in Respect of the $NDA Token
This No Dump Agreement (the "Agreement") is entered into as of the date of execution below (the "Effective Date") by and between:
(1) the undersigned holder of the $NDA token (the "Hodler"); and
(2) the $NDA protocol, as represented by its immutable on-chain token contract (the "Counterparty"),
each a "Party" and together the "Parties."
Recitals
WHEREAS, the Counterparty has issued a fungible digital token on the Solana blockchain bearing the ticker symbol $NDA (the "Token");
WHEREAS, the Hodler has, by means of a voluntary on-chain transaction, acquired a quantity of the Token and now holds such quantity in a wallet address under their exclusive control;
WHEREAS, the Parties acknowledge the well-documented tendency of holders of digital assets to engage in premature, emotionally motivated, and economically regrettable disposal of such assets (the "Paper Handing Problem");
WHEREAS, the Hodler wishes to solemnly and irrevocably commit to refraining from Paper Handing for the entirety of their natural life and, to the fullest extent legally permissible, beyond;
NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
1.1 "Hodl" means the continuous act of retaining, holding, and refusing to transfer, sell, swap, bridge, burn, gift, pledge, lend, or otherwise alienate any quantity of the Token, in perpetuity.
1.2 "Paper Hands" means any act, omission, or state of mind inconsistent with Hodling, including without limitation: market sales, limit sales, swaps into any other asset, transfers to centralized exchanges for the purpose of disposition, transfers to any wallet not demonstrably controlled by the Hodler, and any public expression of doubt, fear, or capitulation regarding the Token.
1.3 "Diamond Hands" means the natural, steady, and presumptive state of any Party who has entered into and continues to perform under this Agreement.
1.4 "Forever" means forever.
2. The No-Dump Covenant
2.1 Upon execution of this Agreement, the Hodler irrevocably covenants and agrees to Hodl (i) all Tokens presently held in any wallet controlled by the Hodler, and (ii) any Tokens hereafter acquired by the Hodler, in each case in perpetuity, without exception, qualification, or release.
2.2 The Hodler expressly waives any right, legal or equitable, to dispose of the Token, including without limitation any right of alienation, whether arising under statute, common law, or personal weakness.
2.3 The obligations set forth in this Section 2 shall survive the death of the Hodler, and the Hodler shall use commercially reasonable efforts to impose substantively identical obligations on their heirs, executors, successors, and permitted assigns, in perpetuity.
3. Representations and Warranties of the Hodler
The Hodler hereby represents and warrants to the Counterparty that:
3.1 the Hodler is of sound mind and has not been coerced into executing this Agreement by family members, financial advisors, or rational thought;
3.2 the Hodler has independently considered the risks of Hodling, including without limitation the total loss of deployed capital, the ridicule of persons they once respected, and the gradual erosion of any remaining belief in efficient markets;
3.3 the Hodler understands that "number go up" is not guaranteed under any legal theory, and has elected to proceed notwithstanding;
3.4 the Hodler has read the roadmap, or has chosen in good faith not to, and in either case remains undeterred; and
3.5 the Hodler has not entered into, and will not enter into, any parallel or conflicting Hodl obligation in respect of a competing token, whether on Solana or any other chain.
4. Breach and Remedies
4.1 Any act of Paper Handing by the Hodler in respect of the Token shall constitute a material breach of this Agreement.
4.2 Upon the occurrence of any breach under Section 4.1, the Hodler shall, without prejudice to any other remedy available to the Counterparty:
(a) forfeit all claims to being "early";
(b) publish a formal apology by means of an on-chain memorandum originating from the wallet address at which the breach occurred, in substantially the following form: "I have paper-handed and I am sorry";
(c) voluntarily withdraw from any and all group chats, forums, Telegram channels, and Discord servers associated with the Token; and
(d) accept, finally and without further contest, that they were in fact not going to make it.
4.3 The remedies set forth in Section 4.2 are cumulative and in addition to any other remedy available at law, in equity, or under the informal but well-established social norms of on-chain culture, including without limitation the disappointed glances of peers.
5. Term
5.1 This Agreement shall commence on the Effective Date and shall continue in perpetuity.
5.2 There is no termination clause. This is the point.
6. Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by, and construed in accordance with, the laws of the blockchain on which the Token is issued and, to the extent such laws are silent or non-existent, by the immutable principles of memecoin culture as generally understood at the time of the relevant act or omission.
6.2 Any dispute arising out of or in connection with this Agreement shall be resolved by reference to the prevailing market price of the Token at the time of such dispute, which shall be deemed dispositive of all questions of intent, interpretation, and conviction.
7. Exclusive Enforcement
7.1 Notwithstanding anything to the contrary in this Agreement, the sole and exclusive right to commence, maintain, settle, or otherwise pursue any action, suit, proceeding, claim, or demand arising out of or in connection with this Agreement is reserved to a single, unnamed person (the "Enforcing Party"), whose identity shall remain undisclosed and whose standing shall not be contingent upon public identification.
7.2 The identity of the Enforcing Party is a material element of this Agreement and is itself subject to a duty of non-disclosure. No Hodler shall have any right to discover, demand, subpoena, deduce, cluster, dox, or otherwise ascertain the identity of the Enforcing Party, and any attempt to do so shall constitute a separate and additional breach of this Agreement.
7.3 No other person, including without limitation any Hodler, any other holder of the Token, any member of the general public, any exchange, any validator, any co-signatory, or any heir, executor, successor, or assign of any Hodler, shall have standing to bring, intervene in, or maintain any action under or in respect of this Agreement, regardless of whether such person has executed this Agreement, suffered demonstrable loss, or believes in good faith that they have been aggrieved.
7.4 The right of the Enforcing Party to enforce, or to refrain from enforcing, any provision of this Agreement is absolute, exclusive, perpetual, and exercisable in the Enforcing Party's sole and unreviewable discretion, including without limitation as to timing, forum, counterparty, and choice of remedy.
7.5 The Hodler acknowledges and agrees that, by executing this Agreement, the Hodler waives any right that the Hodler might otherwise have had to enforce any provision of this Agreement against any party, including against the Hodler themselves.
8. Severability
8.1 If any provision of this Agreement is held by any court of competent jurisdiction to be invalid, unenforceable, or contrary to public policy, such provision shall be replaced by a provision of equivalent commercial meaning that is enforceable; provided, however, that any such replacement shall continue to require the Hodler to Hodl.
9. Entire Agreement
9.1 This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written, oral, or shouted into a Telegram voice chat at 3:00 a.m.
[ Signature page follows ]
IN WITNESS WHEREOF, the Parties have caused this No Dump Agreement to be duly executed as of the Effective Date.
By deploying and maintaining the Token contract on-chain, the Counterparty accepts its perpetual obligations hereunder and commits to existing on-chain in perpetuity.