Improved Proposal to Merge New Order DAO into Synonym Finance

It is best to view this proposal on Commonwealth. For clarity & transparency, the latest version is presented on Snapshot as well:

Improved Proposal to Merge New Order DAO into Synonym Finance

Improvements We have been diligently listening to feedback and discussing the first version of the proposal with all of our most committed community members. We’ve heard you loud and clear, and we’ve opted to improve this proposal to benefit those who have supported us the longest - veNEWO lockers. We’ve opted to give existing veNEWO lockers 50% of the revenue generated by yield-bearing incubated projects. We believe this 50/50 yield share is an extremely attractive option that rewards the longest-term supporters of New Order. The exact details of this yield sharing initiative can be found in the Yield Sharing section below.

Motivation New Order DAO was originally conceptualized as an open platform meant to cultivate and develop networks with long-term potential in the DeFi and Web3 space. In its 20-month journey so far, New Order DAO has successfully fostered and launched projects like Redacted, Y2K and others. In this time, the DAO has gained significant attention while making large contributions to the DeFi space. We have always prioritized the long-term vision for the DAO and have never given into short-term thinking. Our commitment to New Order has always been aligned with the long-term advancement of decentralized technologies and markets. That being said, we recognize a clear disparity between the enduring objectives of our incubation platform and the short term incentives and project participation desired by token holders and the market more broadly. This conflict in scope, preferred incentives, and time horizon has ultimately resulted in a misalignment with our community members and the long term objectives of our incubation DAO model. There is a clear disconnect between the DAO and the community that needs to be addressed at a structural level. Therefore, we propose the merging of New Order DAO with Synonym Finance, an extremely compelling incubated project with the potential to scale rapidly and develop strong ecosystem partnerships.

Introducing Synonym Finance Synonym Finance is a cross-chain money market that is supported by the Wormhole Foundation. Synonym allows users to seamlessly lend, borrow, and earn yield across multiple chains, all from the same interface. The protocol is built on top of the Wormhole cross-chain technology stack and is built from the ground up with a focus on capital efficiency, performance, and security. Synonym is also closely aligned with stakeholders from the Arbitrum, Optimism, and Circle (USDC) ecosystems. Synonym leverages Circle CCTP to access unified stablecoin liquidity and improve transfer efficiency. The protocol will launch first on Ethereum, Arbitrum, and Optimism with multiple additional chain cohorts scheduled to release after launch. Synonym is positioned to launch a best-in-class DeFi application with access to deep, unified cross-chain token liquidity. The team intends to expand the functionality of Synonym to dozens of chains including the newest offerings from our aligned partners. Arbitrum Orbit chains, Base, and zkSync Era are all on the Synonym roadmap, in addition to a suite of different L1s and non-EVM chains. Synonym will be positioned to provide fees, staking rewards, and other incentives to active participants from day one. We firmly believe that this opportunity meets the demands of our community far more effectively than the continuous operation of a fundamentally long-term oriented incubation DAO. This merger will benefit all stakeholders in the existing New Order ecosystem.

Team The Synonym team is composed of multiple experienced DeFi contributors and builders that have been thoroughly vetted by New Order. The full-time Synonym team does not include the core founding members of New Order. Synonym is a separate project that has been built from the ground up by its own team. The Synonym team has been and will continue to be advised by 0xSami, Eden Dhaliwal and Marek Laskowski, founders of New Order following project launch.

Preamble The following section summarizes the first iteration of the New Order to Synonym conversion plan. Transition of on-chain assets under New Order DAO towards Synonym. Conversion of New Order DAO token to Synonym Token (NEWO to SYNO). We recommend a comprehensive token transition plan as well as a treasury transition. This transition plan will be designed to ensure fairness, transparency, and equal opportunity for all stakeholders.

Token Conversion All existing NEWO tokens will be redeemable, on a 1 to 1 basis, for the new SYNO token - with zero dilution. The SYNO token has immediate access to governance utility and participation in various staking and liquidity programs. To expedite the effective transition to SYNO, all veNEWO lockers will be immediately unlocked upon the passing of the finalized governance proposal. Users will receive their initial NEWO principal back upon the completion of the mass unlock. Those who were locked for a long period of time will have the largest advantage as they were benefiting from an outsized amount of NEWO emissions (no difference from pre-conversion situations where holders which locked NEWO to support the protocol for longer durations enjoyed more advantages). Total Supply: The original maximum supply of NEWO is 800 million tokens. This will not be modified. 1 NEWO = 1 SYNO, therefore there will be 800 million SYNO tokens. Staking Period: Upon successful ratification of the proposal, the process of token conversion and initiation will begin. This sequence includes a strategic token staking phase lasting for a 15-month period commencing from the date the SYNO token is launched with an option to unstake earlier with a penalty. Users will be able to convert into staked SYNO from NEWO once the SYNO token launches; The 15 month staking period will allow users to convert their NEWO tokens to staked SYNO on a 1:1 basis; Staking rewards for staked SYNO will be available for 15 months after this period begins; users who convert their NEWO to staked SYNO late will be eligible for lending market fees for the remaining duration of the 15 month period (i.e. the clock is universal and the eligibility period is the same for everyone regardless of when token conversion occurs) During the 15 month staking period, users who stake SYNO to actively provide liquidity for money market functioning will be eligible to receive lending market fees according to their staking position During the 15 month staking period, users will have an option to unstake their staked SYNO into liquid SYNO; If users opt to unstake their staked SYNO before the completion of the 15 month period, the unstaked amount of tokens will be subject to an unstaking penalty; This penalty starts at 90% and declines to 0% linearly over the 15 month period; we selected this penalty for the following reasons: Given the large volume of tokens that are already in the hands of the community, there is an inherent risk of early oversupply. We opted to stagger the availability of SYNO to maintain our zero-dilution stance for existing NEWO token holders. Users that are not interested in conversion from NEWO into SYNO will have the option to exit their position before the conversion takes place (further details below). A 15 month staking period has been chosen to reflect the average lock time remaining for the overwhelming majority of veNEWO lockers, accounting for a conversion date in early October. From an overall token supply perspective, it is unlikely that the full 800M potential tokens will ever be reached due to variance in conversion participation and unstaking period behaviors. Liquidity Pool: Existing tokens used for NEWO liquidity pools will be migrated to support SYNO liquidity. However: If the proposal passes, NEWO pools would remain open for a 3 week period immediately after a full veNEWO mass unlock. At the end of the 3 week period the POL of NEWO will be removed on both Ethereum and Avalanche. Liquidity for the SYNO token will be made available for the SYNO token upon the Mainnet launch of Synonym, which is expected in October 2023. Tokenomics Split: The current breakdown of existing NEWO tokens is as follows: Team: 20% Treasury: 35% Community: 45% These percentages reflect the current distribution of NEWO tokens. 45% of the token supply is already in the hands of NEWO community members. The existing percentage allocations will be respected at the time of unlock and conversion and will not be modified. Note that the existing New Order core team is relinquishing control of the team vesting contracts to provide tokens to the new Synonym team.

Yield Sharing As noted in the introduction, we have added a 50% yield share to this proposal. 50% of all revenue generated by yield-bearing tokens acquired by Synonym in the migration will be distributed proportionally to veNEWO lockers. Should this proposal pass, the following will be implemented: Existing veNEWO lockers will be eligible to receive a non-transferable claim token on yield streams from incubated projects, in addition to SYNO tokens. The claim token allocation will be capped to the veNEWO balance of the wallet at this proposal's Commonwealth posting date Users will need to stake their non-transferable claim token to receive their share of yields A user’s claim tokens will be proportional to the size of their veNEWO position that is converted into SYNO. As such, to receive the maximum allocated amount of the claims token, the whole principal locked under veNEWO should be migrated Ongoing claims into perpetuity will also be proportional to the amount of SYNO that is maintained in converting user wallets. As such, if a user claims SYNO from their 15 month staking period, they will forgo a proportional percentage of their claims on the treasury yield This yield sharing mechanism will go live as soon as the Synonym platform launches in early Q4 The yield that claim token holders are entitled to between the time of this proposal passing and the launch of Synonym will be available as a lump-sum in epoch one (after the full launch of Synonym) The locked core team tokens in veNEWO will be ineligible for treasury yield claim tokens to dramatically reduce yield dilution for other participants If this proposal passes, long-term veNEWO supporters who convert to SYNO will be rewarded with a major share of yield streams (surpasses previous proposals) while simultaneously getting exposure to the new Synonym protocol and its yield model.

Treasury Assets The reallocation of the New Order treasury will be conducted in a way that maximizes the resources, ecosystem relationships and development opportunities for Synonym. In practice, the Synonym treasury will retain all of the key relationships and development funds: All of the stablecoins All projects in which a token has been issued, including cherished projects, such as Redacted Finance ($BTRFLY) and Y2K Finance ($Y2K) Majority of the Basecamp cohorts The remaining assets, being equity based incubated projects without issued tokens, will be transferred to an independent non-Synonym controlled entity, in exchange for transfer of control of the team vesting contracts to the Synonym team. This structure allows Synonym to move forward with all of the on-chain assets, build products incorporating/supporting these other incubated projects within the same ecosystem, as well as provide significant development runway to scale its core money market product. Importantly, it also releases Synonym from any remaining overhead and venture activities, which is not a part of its core business.

Synonym Finance New Order’s treasury will be transferred to Synonym’s treasury including key tokenized assets from certain incubated projects; the project ecosystem will be able to benefit from a larger warchest, product integration with Synonym, as well as greater network effects within the DeFi space. Synonym will also retain all of the treasury’s stablecoins which will be used for the continued development and scaling of the Synonym protocol. Synonym will receive all rights to any equity and tokens for New Order Basecamp 1 & Base Camp 3 projects - this had been standardized at roughly 1% of tokens and equity. Note: none of the Base Camp projects from any cohort have issued a token yet. In particular, Synonym will receive the following onchain treasury assets (with their remaining vests) and proceeds from equity/IP where applicable: Redacted - Empowers on-chain liquidity, governance, and cash flow for DeFi protocols. Y2K - Risk management and speculation on exotic DeFi derivatives and pegged assets. H2O - A pioneer in the crypto data economy. Powers liquid data derivatives. Sector - Risk tools and investment products that empower the next generation of DeFi users. Frogs Anonymous - A DeFi-native research hub curating a collection of high-quality research pieces from the most skilled and respected creators in the space. Vybe – A social finance application providing users with simple, secure crypto transfers through familiar forms of Web3 identification such as NFTs, and eliminating transaction fees. Synonym will maintain and hold the treasury positions that are transferred to the new treasury. These positions will be subject to governance alongside other protocol decisions.

New Order Foundation To facilitate this merger, the New Order core team will transfer control of the team vesting contracts to the newly established Synonym and its team. The original New Order founders will continue to advise Synonym to maximize the utility value and reach of the existing New Order network. The remaining assets not being transferred to Synonym mainly constitute equity based incubated projects that have not issued a token and still require ongoing administration and venture activity. These assets are: Wynd: Equity only at the moment, has not issued a token yet. Motherboard and other IP: Project developments that have paused due to financial constraints. Basecamp Projects: Equity and token rights related to all Basecamp 2 projects. These assets will be transferred from New Order Foundation to a separate independent company to oversee, after which New Order Foundation plans to dissolve.

Timeline Synonym will launch their incentivized testnet program in mid-August 2023 with New Order community members receiving priority access. After discussion, an updated proposal will go live on August 14, 2023 A snapshot vote will be posted on August 14th with voting commencing at 00:01 on Saturday August 19th, 2023 The vote will remain open for 7 days, concluding at 00:01 on Saturday August 26th, 2023 After the completion of the vote, the outcome will be executed immediately and will result in treasury asset transfers. Synonym expects to launch on Mainnet in October 2023, which will occur in parallel with the token conversion event and the beginning of the 15 month staking period.

Key Benefits This proposal will result in the best possible outcomes for all members of the New Order community. This merger will result in the following: Massive At-Scale Opportunity: There are significant tailwinds associated with the Synonym project including ecosystem support and close alignment with Wormhole. With this branding and support, we believe that the scale potential of this project will dwarf what New Order is currently capable of. Favorable Tokenomics: 1 NEWO = 1 SYNO. Community members are not diluted in any way by this merger. A Clean On Chain Transition: The transition of on-chain assets to the Synonym treasury ensures a robust financial foundation for the cross-chain protocol that maximizes potential for token holders. Community members retain exposure to treasury assets. Improved Transparency: The shift from the analog operations of an incubator to a more open and transparent protocol environment will translate to simple monitoring of protocol progress and seamless governance. Improved Regulatory Compliance: As explored in the past, the incubator model is plagued by unique regulatory circumstances that prevent the easy transfer of value to the token holder community. By moving away from this model to that of a more traditional protocol structure, community stakeholders will no longer need to navigate completely opaque regulations. Free Will: The unlocking of veNEWO presents a pivotal opportunity for users and places the power of choice directly in their hands. They can opt to be a part of Synonym’s future or divest their current holdings. No one is locked in.

Conclusion This proposal provides a compelling opportunity for the New Order community to transition into an exciting new period of growth, innovation, and cross-chain scale. We believe that this proposal fairly treats existing ecosystem participants, long-term veNEWO lockers, and all teams that have participated in previous incubation programs.