Linqto Texas - Chapter 11 APA Summary

Linqto Texas, LLC — Private Sales of Ripple Labs, Inc. Shares: Master Summary

PART I — COMMON BACKGROUND AND SHARED TERMS

Overview

• The Debtors filed four emergency motions concurrently on June 26, 2026, each seeking court approval of a separate private sale (collectively, the "Ripple Sale Transactions") of Ripple Labs, Inc. ("Ripple") common stock by Debtor Linqto Liquidshares, LLC ("Liquidshares"), free and clear of all liens, claims, interests, and encumbrances pursuant to Section 363(f) of the Bankruptcy Code, with such interests attaching to the net sale proceeds with the same validity, extent, and priority.
• Each sale is effected pursuant to a Purchase Agreement (the "Transfer Agreement"), a Share Transfer Notice (the "Transfer Notice"), and any other agreements, certificates, notices, or instruments required by Ripple or otherwise necessary to consummate the transaction (the "Ancillary Agreements").
• Relief is sought in each motion under Sections 105(a), 363(b), 363(m), 363(f), and 1142(b) of the Bankruptcy Code, Bankruptcy Rules 2002 and 6004, and Bankruptcy Local Rule 9013-1.
• The Ripple Sale Transactions are expected to generate proceeds that will contribute to the Debtors' emergence from Chapter 11, facilitate implementation of the Plan, and enable the Closed-End Fund to meet certain regulatory requirements in accordance with the confirmed Plan.
• The seller in all four transactions is Linqto Liquidshares, LLC, operating as debtor in possession. No buyer in any of the four transactions is an insider of the Debtors.

Transaction Summary

• Galaxy Digital Ventures LLC (Docket No. 1990): 882,353 shares at $68.00 per share — gross proceeds of $60,000,004.
• Arrington Capital Opportunity Fund, LP (Docket No. 1987): 624,686 shares at $80.00 per share — gross proceeds of $49,974,880.
• The Private Shares Fund (Docket No. 1988): 160,000 shares at $100.00 per share — gross proceeds of $16,000,000.
• GAM Alternatives UCI Part II SICAV–GAM LSA Private Shares (Lux) (Docket No. 1989): 40,000 shares at $100.00 per share — gross proceeds of $4,000,000.
• Total across all four transactions: 1,707,039 shares — aggregate gross proceeds of $129,974,884.

Background

• On July 7, 2025, the Debtors filed voluntary petitions for relief under Chapter 11 and continue to operate their businesses as debtors in possession pursuant to Sections 1107(a) and 1108. On July 18, 2025, the Office of the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors (the "Committee").
• From February 2020 until March 14, 2025, the Debtors operated a platform (the "Platform") designed to provide Customers with indirect access to investments in the equity of private companies, with a focus on the technology sector. Liquidshares purchased and held investment securities, then purported to allocate economic interests in the securities to series limited liability companies and sell units in the series to the Customers. More than 13,000 Customers participated in the Platform.
• On February 13, 2026, the Court entered the Confirmation Order confirming the First Amended Joint Chapter 11 Plan of Linqto Texas, LLC and Its Debtor Affiliates (the "Plan"). The Plan provides for the creation of:
  • The Liquidating Trust, which will hold and liquidate certain assets of Liquidshares for the benefit of the applicable Liquidating Trust Beneficiaries;
  • The Closed-End Fund, a publicly listed registered closed-end investment company into which certain Platform Securities and other Closed-End Fund Assets will ultimately be transferred for the benefit of Customers who elect, or are deemed to elect, the Closed-End Fund option under the Plan; and
  • The Wind-Down Trust, which will hold and monetize the Wind-Down Trust Assets and fund the wind down of the Debtors' remaining affairs.
• To meet certain regulatory requirements, the Confirmation Order requires the Closed-End Fund to seek to limit investments in any single private company to no more than twenty-five percent (25%) of its total assets as measured on the Closed-End Fund Exchange Date. Based on Customer Elections, Ripple equities allocated to the Closed-End Fund exceed the 25% threshold and represent the largest single concentration in the planned Closed-End Fund portfolio.
• In light of this concentration overage, and following consultation with the Committee and their advisors, the Debtors determined that it was necessary to sell a portion of their Ripple holdings prior to the Plan Effective Date. Doing so serves two related objectives:
  • Converting the Closed-End Fund's Ripple holdings to cash reduces the Closed-End Fund's Ripple concentration and facilitates compliance with the Court-approved concentration limitation and the applicable diversification requirements governing the Closed-End Fund; and
  • The Ripple Sale Transactions are expected to generate substantial liquidity that will contribute to the Debtors' emergence financing objectives, including funding the Wind-Down Budget and facilitating satisfaction of the remaining conditions precedent to the Plan Effective Date.
• In the Debtors' business judgment, Ripple, among several other Platform Securities, represented an appropriate asset from which to generate that liquidity in light of its size and liquidity relative to other Platform Securities in the Debtors' portfolio, its marketability, and its significance within the portfolio.
• This determination is fully consistent with, and expressly authorized by, the Plan. The Debtors are authorized to enter into Restructuring Transactions and take any actions necessary or appropriate to effectuate the Plan, including one or more sales, transfers, or liquidations of assets. Article IV.H of the Plan specifically contemplates the liquidation of Platform Securities to generate liquidity and fund the Wind-Down Budget. The Confirmation Order further authorizes the Debtors to take all actions necessary or appropriate to implement the Plan, including entering into and performing agreements and instruments contemplated by the Plan and the Plan Supplement.

Cost to Customers

• As a result of the four Ripple Sale Transactions and the contemporaneous sister sales, the overall cost of these Chapter 11 Cases borne by the Customers, on a per-Customer basis, is 5.9%, calculated using the May 1, 2026 valuation of the Platform Securities as the denominator and the gross costs of the case funded by Platform Securities, including securities delivered to the Wind-Down Trust, as the numerator.
• For Customers with claims to the Debtors' Ripple holdings, the cost allocated to Ripple shareholdings is 9.8%; in other words, Customers with Ripple claims will receive 90.2 shares for every 100 shares claimed. This is due to Ripple taking the position that the estate was ineligible to participate in the Ripple tender offer, resulting in a lower realized price for Ripple shares than may have been anticipated by Customers. For most other securities, Customers will receive 94.1 shares for every 100 shares claimed.
• For the avoidance of doubt, Closed-End Fund shares will be allocated to Customers who elected the Closed-End Fund and held Ripple shares as if any rebalancing sales occurred after the formation of the Closed-End Fund, but will bear the same percentage of costs as all others, which will be calculated and applied prior to the allocation.

Marketing Process

• To implement the reduction of the Ripple position allocated to the Closed-End Fund and finance the exit from Chapter 11, the Debtors charged Jefferies LLC ("Jefferies"), their investment banker, to conduct an extensive, good-faith, competitive marketing process, in consultation with the Committee, to solicit cash offers for shares of Ripple common stock.
• Jefferies created a data room to facilitate due diligence and, over several months, contacted 149 parties to gauge interest in the Ripple securities:
  • 73 parties responded, and Jefferies held discussions with 47 of those parties; and
  • 30 potential investors executed nondisclosure agreements and were provided access to the data room.
• As a result of the process, the Debtors identified four potential buyers and determined that the proposed transactions reflected the highest or otherwise best value reasonably obtainable under the circumstances, considering market conditions, timing constraints, applicable transfer restrictions, and the Debtors' emergence objectives. After evaluating the available alternatives, the Debtors determined, in the exercise of their business judgment and in consultation with the Committee, that each sale represents the highest or otherwise best available transaction for the respective Purchased Shares.
• A private sale (rather than public auction) is appropriate in light of the extensive marketing process already conducted, the Ripple Transfer Restrictions, the time-sensitive conditions to the Plan's effectiveness, and the nature of the secondary market for private company securities. Bankruptcy Rule 6004(f)(1) provides that a sale not in the ordinary course of business may be by public auction or private sale, and courts have recognized that a debtor may proceed by private sale where a sound business reason exists.

Ripple Transfer Restrictions

• All Purchased Shares across the four transactions are subject to certain contractual transfer restrictions in favor of Ripple, including consent rights and/or a right of first refusal (collectively, the "Ripple Transfer Restrictions"), which generally require the holder to deliver advance notice of a proposed transfer to Ripple and afford Ripple a specified period to review and respond before such transfer may be consummated.
• On June 13, 2026, Liquidshares delivered Transfer Notices to Ripple with respect to all four sale transactions, thereby commencing Ripple's review period.
• On June 16, 2026, Ripple notified the Debtors that it will not be exercising its right of first refusal in any of the four transactions.
• Each Transfer Notice constitutes a binding commitment by the parties to consummate the proposed transfer in the event the issuer or its assignees decline to exercise or assign the ROFR, subject to compliance with and completion of the sale in accordance with the Plan and any approval of the Bankruptcy Court.
• Consummation of each sale remains subject to satisfaction, waiver, or expiration of the Ripple Transfer Restrictions and the absence of any order or proceeding prohibiting consummation. Subject to satisfaction of such conditions and entry of the respective Sale Orders, the Debtors intend to consummate each sale promptly.
• The parties in each transaction may also be required to execute and deliver Ancillary Agreements as required by Ripple or otherwise necessary to effectuate the transfer.

Plan and Confirmation Order Authority

• Section 1142(b) of the Bankruptcy Code empowers the court to direct the debtor and any other necessary party to execute, deliver, or join in the execution or delivery of any instrument required to effect a transfer of property dealt with by a confirmed plan, and to perform any other act necessary for the consummation of the plan.
• The Confirmation Order expressly authorizes the Debtors and related parties to execute and deliver all agreements, instruments, and documents, and to take all actions necessary or appropriate to implement the Plan and consummate the Restructuring Transactions (Confirmation Order ¶ 36).
• Each of the four sales falls squarely within that authority. The requested relief does not alter or modify the Plan or Confirmation Order; rather, it implements them and is in furtherance of the Restructuring Transactions contemplated thereby. The Court retained jurisdiction under the Plan and Confirmation Order to interpret, implement, and enforce the Plan and Confirmation Order and to resolve matters concerning the implementation and consummation of the Restructuring Transactions.
• Each sale also satisfies Section 363(b) of the Bankruptcy Code, which requires a sound business justification for a sale outside the ordinary course of business. Approval of each sale represents a sound exercise of the Debtors' business judgment and is in the best interests of the Debtors' estates and stakeholders.

Sale Free and Clear

• Section 363(f) authorizes a sale free and clear of liens, claims, interests, and encumbrances if any one of the conditions set forth in Section 363(f)(1)–(5) is satisfied.
• The Debtors are not aware of any liens, claims, interests, or encumbrances affecting the Purchased Shares in any of the four transactions other than the DIP Lender's superpriority claim granted pursuant to the Final DIP Order, which will be addressed in accordance with the Plan and the DIP Documents. To the extent any other interests exist, at least one of the conditions set forth in Section 363(f) is satisfied.
• Any valid and enforceable liens, claims, interests, or encumbrances will attach solely to the net proceeds of the applicable sale with the same validity, extent, and priority as existed immediately prior to the sale, subject to all rights, claims, defenses, and objections of the Debtors and other parties in interest.
• Any holder of an interest that received notice of the applicable motion and did not timely object, or that withdrew or resolved any objection, is deemed to have consented to the applicable sale pursuant to Section 363(f)(2). All persons and entities holding such interests are barred, estopped, and permanently enjoined from asserting them against the applicable Buyer, the Purchased Shares, or any affiliate, successor, or assign of the applicable Buyer, except as expressly provided in the Transfer Agreement or the applicable Sale Order.

Good-Faith Purchaser

• Section 363(m) of the Bankruptcy Code protects good-faith purchasers that acquire estate property pursuant to a court-approved sale. A purchaser acts in good faith where the sale results from arm's-length negotiations and there is no evidence of fraud, collusion, or an attempt to take grossly unfair advantage of other bidders.
• Each buyer across the four transactions is a good-faith purchaser within the meaning of Section 363(m): each Transfer Agreement was negotiated at arm's length by sophisticated parties represented by counsel, no buyer is an insider of the Debtors, and no sale was the product of collusion, fraud, or any attempt to control the sale process improperly, chill bidding, or take unfair advantage of other potential purchasers. Each sale is the result of a competitive marketing process and reflects the Debtors' good-faith exercise of business judgment.
• Accordingly, each buyer is entitled to all protections afforded by Section 363(m), and each Sale Order includes findings that any reversal or modification on appeal will not affect the validity of the applicable sale absent a stay pending appeal.

Representations and Warranties

• All representations, warranties, and covenants survive the Closing in each transaction.
• The Seller represents in each agreement that it holds valid and marketable title to the Securities, which are fully paid and non-assessable, free and clear of all liens, claims, encumbrances, security interests, restrictions on transfer, repurchase rights, or other defects in title, except for applicable securities laws and rights pursuant to the Restrictive Agreements; that the Agreement is a legal, valid, and binding obligation enforceable in accordance with its terms; and that the Seller is not an "affiliate" of the Issuer as defined in Rule 144 under the Securities Act.
• Each Buyer represents that it is an "accredited investor" as defined in the Securities Act of 1933; that it understands the sale has not been registered under the Securities Act and that the Seller relies on the Buyer's representations; that it is purchasing the Securities solely for investment purposes and not for further distribution; and that it is fully aware of the highly speculative nature of the Securities, the financial risks involved, the lack of liquidity, and the tax consequences, and is able to bear the complete loss of an investment.
• Each Buyer understands that the Securities are "restricted securities" and may not be freely traded, that no public market currently exists, and that there can be no assurance that a public market will ever exist.
• The Parties in each transaction acknowledge that the Purchase Price was negotiated at arm's length, may not represent the fair market value of the Securities, and that the Securities may have a current or future value greater or lesser than the amount paid; and that any actual or perceived price volatility or fluctuation between the Effective Date and the Closing shall not constitute a breach or default or be used to justify a failure to close.

Conditions to Closing

• Each Party's obligation to consummate the transaction is subject to fulfillment, at or prior to the Closing, of the following conditions:
  • The Seller shall have obtained all requisite consents, authorizations, and approvals, in form and substance reasonably satisfactory to both parties and not revoked, including approval of the Bankruptcy Court;
  • No action or proceeding shall have been commenced against either party that would prevent the Closing, and no injunction or restraining order shall be in effect restraining or prohibiting the transaction; and
  • Each Party shall have performed and complied with all covenants, agreements, obligations, and conditions required to be performed on or before the Closing.

Closing

• The Closing shall take place no later than two business days after the last of the conditions to Closing has been satisfied or waived (other than conditions and deliverables that, by their nature, are to be satisfied or delivered on the Closing Date), remotely by exchange of documents and signatures.
• At the Closing, the Seller shall deliver and transfer to the Buyer all beneficial and record ownership of the Securities, and the Buyer shall deliver the Purchase Price to the Seller.
• Under each Transfer Notice, the parties will close or complete the proposed transfer promptly, and in any event within 10 calendar days, after the Share Transfer Agreement is fully executed among all parties.
• Until each proposed transfer is closed or the applicable Transfer Notice is validly terminated, the Seller agrees to deal exclusively with the applicable Buyer in respect of the Subject Securities and will not solicit or entertain discussions, indications of interest, or offers from any other party.
• Each party is responsible for its own fees and expenses associated with the proposed transfer. The parties in each transaction have agreed not to open an escrow account to facilitate deliveries and transfer.
• Share counts and per-share prices in each agreement adjust automatically to reflect any Capital Restructuring Event (stock split, stock dividend, spin-off, recapitalization, or similar transaction) effected by Ripple between its most recent COI filing and the applicable Closing Date.

Termination

• Each Purchase Agreement may be terminated at any time prior to the Closing:
  • By the mutual written consent of the Parties; or
  • By a Party upon two business days' prior written notice if the other Party commits an uncured material breach or default continuing for five business days after written notice, or if the other Party's representations or warranties are untrue in any material respect and remain so for five business days after written notice.
• Upon termination, the Agreement becomes void with no liability on the part of any Party, except that no Party is relieved from liability for fraud or willful breach.
• Under each Transfer Notice, if there is no Issuer Consent on or before the later of (a) 30 calendar days from the date the last party signed the Notice and (b) the expiry of the days allotted to the Issuer pursuant to the ROFR, either party may unilaterally terminate by written notice, provided that a party may not terminate if the absence of Issuer Consent resulted from its own action or inaction. The parties may also terminate at any time by mutual written agreement, or if a Material Adverse Change occurs prior to closing.

Governing Law and Dispute Resolution

• Each Agreement is governed by, and interpreted in accordance with, the laws of the State of Delaware, without reference to its choice-of-law rules.
• Controversies are resolved, at the election of the Seller, by either (a) the Bankruptcy Court or (b) binding arbitration in Houston, Texas, conducted by JAMS if available, or by an alternate arbitration service of comparable reputation, with the Parties equally splitting the costs of arbitration. All awards rendered shall be binding and final, and judgment may be entered in any court of competent jurisdiction. Nothing in any Agreement limits the Parties' rights to seek injunctive relief in any other court of competent jurisdiction.
• The Buyer and Seller in each transaction agree to hold the identity of the Parties, the terms of the Agreement, and related documents and information in confidence, except when reasonably required to complete the Transaction or in required financial reports to investors or tax reports.

Indemnification

• The Buyer and Seller in each transaction each agree to defend, indemnify, and hold harmless the other and their respective partners, members, officers, directors, managers, employees, agents, representatives, successors, and assigns from and against any third-party claim, damage, liability, loss, cost, or expense (including reasonable attorneys' fees) arising directly or indirectly out of: (i) any failure to perform obligations under the Agreement or the Transfer Agreement; (ii) any inaccuracy or breach of representations or warranties; and (iii) related actions, suits, or proceedings. These remedies are cumulative and do not preclude assertion of any other rights or remedies.

Emergency Relief and Waiver of Stay

• Emergency consideration is warranted in each motion because consummation of each sale is necessary to the occurrence of the Plan Effective Date; delay could jeopardize the targeted Effective Date, increase administrative costs, and impair implementation of the Plan.
• The Debtors request in each motion a finding that notice satisfies the requirements of Bankruptcy Rule 6004(a) and that cause exists to waive the 14-day stay imposed by Bankruptcy Rule 6004(h), such that each Sale Order shall be immediately effective and enforceable upon entry.
• Hearing scheduled: July 1, 2026, at 9:30 a.m. (Courtroom 400, 4th Floor, United States Bankruptcy Court for the Southern District of Texas, 515 Rusk Avenue, Houston, TX 77002; Hon. Alfredo R. Pérez). Relief requested not later than July 1, 2026.

Key Dates (Common to All Four Transactions)

• Petition Date: July 7, 2025
• Committee Appointment: July 18, 2025
• Confirmation Order Entered: February 13, 2026
• Transfer Notices Delivered to Ripple: June 13, 2026
• Ripple Declined Right of First Refusal (all four transactions): June 16, 2026
• Motions Filed: June 26, 2026
• Relief Requested By / Hearing: July 1, 2026

PART II — INDIVIDUAL SALE TERMS

Sale 1: Galaxy Digital Ventures LLC | Docket No. 1990

Parties Involved

• Seller: Linqto Liquidshares LLC (101 Metro Drive, Suite 335, San Jose, CA 95110), by F. Daniel Siciliano, CEO.
• Buyer: Galaxy Digital Ventures LLC (300 Vesey Street, New York, NY 10282), by Michael Giampapa, Authorized Signatory.
• Broker: None (direct transaction).

Assets Being Sold

• 882,353 shares of Ripple Labs, Inc. common stock (the "Purchased Shares"; stock certificate #: Various).
• The Purchased Shares will be transferred pursuant to the Transfer Agreement and a single Transfer Notice covering all 882,353 shares, which governs the transfer on Ripple's books and records as required by Ripple.

Purchase Price

• Aggregate gross proceeds of $60,000,004.00, at a Transfer Price of $68 per share.
• The Galaxy Sale is expected to generate approximately $60 million in gross proceeds. Together with the other Ripple Sale Transactions, it is expected to provide proceeds necessary to facilitate implementation of the Plan and fund the Wind-Down Trust.
• Consistent with Article IV.H of the Plan, the net proceeds will be applied in accordance with the Plan, Confirmation Order, and Wind-Down Budget.

Transfer Restrictions and Conditions to Closing

• The Proposed Transfer is subject to: (a) the Issuer's approval and transfer restrictions, including any ROFR; (b) entry into a definitive Share Transfer Agreement in a form mutually agreeable to the parties; and (c) the Seller's completion of the Buyer's know-your-customer ("KYC") due diligence to the Buyer's reasonable satisfaction. The KYC condition is an explicit standalone closing condition specific to this transaction and not separately enumerated in the other three agreements.
• The Transfer Notice constitutes an offer to sell the Subject Securities to the Issuer or its assignees pursuant to the applicable ROFR. All transfer restrictions will have been waived by the Issuer or approved by the Bankruptcy Court on or prior to the Closing.

Structural Notes

• Largest of the four transactions by both share count and gross proceeds.
• The Galaxy Purchase Agreement does not contain the ROFR co-sale adjustment mechanic present in the Arrington, Private Shares Fund, and GAM agreements (i.e., automatic adjustment if a third party with pre-emptive or co-sale rights exercises such rights). It provides only for Capital Restructuring Event adjustments.
• Specific performance window is 30 days from the date of breach, compared to 60 days in the other three agreements.
• The Galaxy agreement's arbitration clause does not include the Seller's election right to proceed before the Bankruptcy Court; controversies are resolved solely by binding JAMS arbitration in Houston, Texas.

Key Dates

• Buyer's Signature (Transfer Notice): June 11, 2026
• Seller's Signature (Transfer Notice): June 12, 2026
• Transfer Notice Delivered to Ripple: June 13, 2026
• Ripple Declined ROFR: June 16, 2026
• Purchase Agreement Signatures (both parties): June 22, 2026
• Motion Filed: June 26, 2026

Sale 2: Arrington Capital Opportunity Fund, LP | Docket No. 1987

Parties Involved

• Seller: Linqto Liquidshares LLC (101 Metro Drive, Suite 335, San Jose, CA 95110), by F. Daniel Siciliano, CEO.
• Buyer named in motion: Arrington Capital Investment Management, LLC. Contracting and signing entity in both the Purchase Agreement and Transfer Notices: Arrington Capital Opportunity Fund, LP (382 Northeast 191st Street, Suite 52985, Miami, FL 33179) — the fund vehicle, not the investment manager.
• Buyer signatory: Taryn Naidu, COO.
• Broker: Forge Securities LLC, which acted as broker in connection with the sale. The Transfer Agreement is in the form customarily used for secondary transfers of private-company securities facilitated through Forge Securities LLC.

Assets Being Sold

• 624,686 shares of Ripple Labs, Inc. common stock (the "Purchased Shares").
• The 624,686 Purchased Shares are documented through two Share Transfer Notices — one covering 500,000 shares and one covering 124,686 shares — each at the same $80 per share transfer price (500,000 + 124,686 = 624,686). The two-tranche structure reflects the shares being held across separate certificate tranches on Ripple's cap table, requiring distinct transfer notices per Ripple's transfer restriction mechanics, consolidated under a single Purchase Agreement and court motion.

Purchase Price

• Aggregate gross proceeds of $49,974,880.00, at a price of $80 per share.
• The Arrington Sale is expected to generate approximately $49.97 million in gross proceeds, which will advance implementation of the Plan and Confirmation Order, fund the Wind-Down Trust, and facilitate the Debtors' emergence from Chapter 11.
• Consistent with Article IV.H of the Plan, the net proceeds will be applied in accordance with the Plan, Confirmation Order, and Wind-Down Budget. The sale also reduces the concentration of Ripple shares otherwise allocable to the Closed-End Fund.

Structural Notes

• The motion identifies the buyer as Arrington Capital Investment Management, LLC, but the actual contracting and signing entity in both the Purchase Agreement and Transfer Notices is Arrington Capital Opportunity Fund, LP — the fund, not the manager. This discrepancy appears on the face of the documents.
• Contains ROFR co-sale adjustment mechanic: if a third party with pre-emptive, co-sale, or similar rights exercises those rights, share counts and the Purchase Price adjust automatically, and the Buyer is solely responsible for distributing any portion of the Purchase Price to such parties.
• Specific performance window is 60 days from the date of breach.

Key Dates

• Buyer's Signature (Transfer Notices): June 15, 2026 (500,000-share tranche); June 16, 2026 (124,686-share tranche)
• Seller's Signature (Transfer Notices): June 17, 2026
• Transfer Notices Delivered to Ripple: June 13, 2026
• Ripple Declined ROFR: June 16, 2026
• Purchase Agreement Signed by Buyer (Taryn Naidu): June 18, 2026
• Purchase Agreement Signed by Seller (F. Daniel Siciliano): June 19, 2026
• Motion Filed: June 26, 2026

Sale 3: The Private Shares Fund | Docket No. 1988

Parties Involved

• Seller: Linqto Liquidshares LLC (101 Metro Drive, Suite 335, San Jose, CA 95110), by F. Daniel Siciliano, CEO.
• Buyer: The Private Shares Fund (88 Pine Street, Suite 3101, New York, NY 10005), by Kevin Moss, President & Portfolio Manager.
• Broker: None (direct transaction).

Assets Being Sold

• 160,000 shares of Ripple Labs, Inc. common stock (the "Purchased Shares"), to be transferred pursuant to the Transfer Agreement and a single Transfer Notice covering all 160,000 shares.
• To the extent required by Ripple, the Buyer is responsible for any transfer fee payable to Ripple or its transfer agent and for delivering any legal opinion regarding the transfer of the Securities.
• If the Issuer or a holder of pre-emptive, ROFR, co-sale, or similar rights exercises such rights, or if the Issuer effects a Capital Restructuring Event, the number of Purchased Shares and the Purchase Price will automatically adjust and Exhibit A will be updated accordingly.

Purchase Price

• Aggregate gross proceeds of $16,000,000.00, at a price of $100 per share.
• The Private Shares Sale is expected to generate approximately $16 million in gross proceeds, fund the Wind-Down Trust, and facilitate the Debtors' emergence from Chapter 11.
• Consistent with Article IV.H of the Plan, the net proceeds will be applied in accordance with the Plan, Confirmation Order, and Wind-Down Budget.

Structural Notes

• Kevin Moss signed as buyer-side counterparty on both this transaction (as President & Portfolio Manager of The Private Shares Fund) and the GAM transaction (as Managing Director of Liberty Street Advisors, Inc., delegate investment manager to the GAM SICAV vehicle). Two of the four buyers across the Ripple Sale Transactions therefore trace back to the same individual decision-maker, each acting through a separate fund vehicle.
• The Buyer is expressly responsible for any transfer fee payable to Ripple or its transfer agent and for delivering any required legal opinion — an obligation specific to this agreement and the GAM agreement, not separately enumerated in the Galaxy or Arrington agreements.
• Contains ROFR co-sale adjustment mechanic (same as Arrington and GAM agreements).
• Specific performance window is 60 days from the date of breach.

Key Dates

• Buyer's Signature (Transfer Notice): June 12, 2026
• Seller's Signature (Transfer Notice): June 12, 2026
• Transfer Notice Delivered to Ripple: June 13, 2026
• Ripple Declined ROFR: June 16, 2026
• Purchase Agreement Signed by Buyer (Kevin Moss): June 17, 2026
• Purchase Agreement Signed by Seller (F. Daniel Siciliano): June 18, 2026
• Motion Filed: June 26, 2026

Sale 4: GAM Alternatives UCI Part II SICAV–GAM LSA Private Shares (Lux) | Docket No. 1989

Parties Involved

• Seller: Linqto Liquidshares LLC (101 Metro Drive, Suite 335, San Jose, CA 95110), by F. Daniel Siciliano, CEO.
• Buyer: GAM Alternatives UCI Part II SICAV–GAM LSA Private Shares (Lux) (5 Heienhaff, 1763 Senningerberg, Grand Duchy of Luxembourg), by Kevin Moss, Managing Director & Portfolio Manager, on behalf of its delegate investment advisor, Liberty Street Advisors Inc.
• Broker: None (direct transaction).
• Note: Kevin Moss also signed as the buyer-side counterparty for The Private Shares Fund (Sale 3), in his capacity as President & Portfolio Manager of that fund. Two of the four buyers therefore share the same individual decision-maker, each acting through a distinct fund vehicle.

Assets Being Sold

• 40,000 shares of Ripple Labs, Inc. common stock (the "Purchased Shares"), to be transferred pursuant to the Transfer Agreement and a single Transfer Notice covering all 40,000 shares.
• To the extent required by Ripple, the Buyer is responsible for any transfer fee payable to Ripple or its transfer agent and for delivering any legal opinion regarding the transfer of the Securities.

Purchase Price

• Aggregate gross proceeds of $4,000,000.00, at a price of $100 per share.
• Smallest of the four transactions by both share count and gross proceeds.
• Consistent with Article IV.H of the Plan, the net proceeds of the GAM Sale will be applied in accordance with the Plan, Confirmation Order, and Wind-Down Budget, funding the Wind-Down Trust and facilitating the Debtors' emergence from Chapter 11.

Structural Notes

• The buyer is a Luxembourg-domiciled SICAV vehicle. Kevin Moss signs in his capacity as Managing Director of Liberty Street Advisors, Inc., the delegate investment manager, rather than as a direct fund officer.
• The Buyer is expressly responsible for any transfer fee payable to Ripple or its transfer agent and for delivering any required legal opinion — an obligation specific to this agreement and the Private Shares Fund agreement, not separately enumerated in the Galaxy or Arrington agreements.
• Contains ROFR co-sale adjustment mechanic (same as Arrington and Private Shares Fund agreements).
• Specific performance window is 60 days from the date of breach.

Key Dates

• Buyer's Signature (Transfer Notice): June 9, 2026
• Seller's Signature (Transfer Notice): June 12, 2026
• Stock Transfer Notice Delivered to Ripple: June 13, 2026
• Ripple Declined ROFR: June 16, 2026
• Purchase Agreement Signed by Buyer (Kevin Moss): June 17, 2026
• Purchase Agreement Signed by Seller (F. Daniel Siciliano): June 18, 2026
• Motion Filed: June 26, 2026