Linqto Texas - DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Linqto, Inc., Linqto Liquidshares, LLC, Linqto Liquidshares Manager, LLC, and Linqto Texas, LLC, as Borrowers
• The debtors are jointly and severally liable for all DIP obligations.

Agent / Lender(s)

• Sandton Capital Solutions Master Fund VI, LP, as DIP Lender

DIP Commitments

• $60 million senior secured superpriority multiple-draw term loan facility comprised of:
  • $10 million new money initial term loan, available on an interim basis
  • Up to $50 million in additional new money term loans, available upon entry of the final order
• Amounts repaid under the facility may not be reborrowed.

Cash Collateral

• The debtors are authorized to use cash collateral, defined as all of their pre- and postpetition cash, in accordance with the approved budget and subject to permitted variances.

Interest Rate

• 14.50% per annum
• Default Rate Increase: 3.0% to 17.50% per annum
• Monthly interest payments may be paid in kind by adding the accrued amount to the outstanding principal balance.

Fees

• Issuance Fee: 2.50% of the principal amount of each loan, fully earned and payable in kind upon funding.
• Exit Fee: An applicable percentage of the aggregate principal amount repaid, payable in cash upon repayment.
• Extension Fee: 2.50% of the aggregate commitment as of the extension date, payable in kind.
• Unused Fee: 2.00% per annum on the daily unused portion of the facility, payable monthly in arrears in kind, commencing after entry of the final order.
• Multiple on Invested Capital (MOIC): On the maturity date, the debtors must pay an amount sufficient for the lender to achieve a MOIC of at least 1.15x.
• The debtors will also pay the fees and expenses of the DIP lender’s professionals, including Faegre Drinker Biddle & Reath LLP.

Maturity

• The earliest to occur of:
  • A scheduled maturity date in 2026, which may be extended up to two times for successive three-month periods, subject to certain conditions and payment of an extension fee
  • The effective date of a chapter 11 plan
  • The consummation of a sale of all or substantially all of the debtors’ assets
  • The date of acceleration following an event of default
• The commitment terminates if the closing date does not occur within three business days of the agreement date.
• The debtors may voluntarily prepay the loans in whole or in part, in minimum increments of $500,000.

• Milestones

  • Entry of a final DIP order no later than 45 days after the interim order entry date.
  • Filing of a motion to approve a chapter 11 plan by Oct. 3, 2025.
  • Entry of a plan confirmation order by Jan. 16, 2026.
  • Plan effective date by April 15, 2026.

Carve Out

• The DIP liens and superpriority claims are subordinate to a carve-out consisting of:
  • All statutory fees due to the clerk of the court and the U.S. Trustee.
  • Up to $50,000 for fees and expenses of a chapter 7 trustee.
  • Upon entry of the final order, reasonable fees and costs for the debtors’ professionals as approved by the court and subject to the budget.

Use of Proceeds

• Fund working capital and general corporate purposes
• Pay operating expenses and the costs of administering the chapter 11 cases
• Fund the carve-out
• All use of proceeds must be in accordance with the approved budget.

Credit Bid

• The DIP lender is authorized to credit bid up to the full amount of the outstanding DIP obligations in connection with any sale of the DIP collateral, subject to payment of the carve-out in cash.

Avoidance Actions

• Upon entry of the final order, the DIP collateral will include the proceeds of any avoidance actions.
• Avoidance action proceeds may be applied to satisfy the DIP facility only after the DIP lender has exhausted all other collateral.

Budget

• An initial budget has been approved on an interim basis and may be updated from time to time with the DIP lender’s approval.

Securities and Priorities

• The DIP obligations are granted superpriority administrative expense claims against each of the debtors, jointly and severally, subject only to the carve-out.
• The DIP lender is granted perfected liens on and security interests in all of the debtors’ prepetition and postpetition assets and properties (the "DIP Collateral"), subject to the carve-out, with the following priorities:
  • Senior priming liens on all encumbered prepetition collateral
  • First-priority liens on all unencumbered assets, including, upon entry of the final order, avoidance action proceeds

Waivers

• Effective upon entry of the interim order:
  • The “equities of the case” exception under section 552(b) of the Bankruptcy Code shall not apply.
  • The equitable doctrine of “marshaling” shall not apply with respect to the DIP collateral.
• Effective upon entry of the final order:
  • The debtors waive their right to surcharge the DIP collateral pursuant to section 506(c).
• The debtors waive any discharge of the DIP obligations upon confirmation of a chapter 11 plan.

Permitted Variance

• On a cumulative basis for the most recent four-week testing period:
  • Actual receipts shall not be less than 80% of the projected amount.
  • Actual disbursements shall not exceed 120% of the projected amount.