13 Jackson Report ¶ 18 see Pitt Report ¶¶ 53, 56–57. Wells Notices And Enforcement Actions Generally SEC investigations are usually initiated when a potential violation of securities law is identified.10 If the matter escalates, the SEC will issue a Formal Order of Investigation, which identifies the nature of the investigation, grants power to the SEC’s staff (the “Staff”) to investigate, and allows the SEC and its officers to issue subpoenas and compel sworn witness testimony.11 If the Staff finds that further action is warranted, the Staff may recommend that the SEC file an enforcement action or institute other enforcement proceedings.12 Prior to doing so, the Staff may send potential defendants a Wells Notice, which allows potential defendants the chance “to provide a written submission” in defense of their actions.13 At this stage, the Staff must obtain an Associate or 10 D.I. Some brief background on these processes provides helpful context. 2021-0007-MTZ Ma of 22 At issue in this case is whether certain actions by the Securities and Exchange Commission (the “SEC” or the “Commission”)-in particular, a “Wells Notice” and the filing of an enforcement action-constitute a “Securities Default” under Section 5.4. Securities and Exchange Commission (or (1) another governmental authority or (2) a governmental agency of similar stature and standing) to constitute a security on a current and going forward basis (and not, for the avoidance of doubt, a determination that XRP was a security in the past).7 If a Securities Default occurs, Tetragon may demand redemption of its shares via a “Redemption Request.”8 Following receipt of a valid Redemption Request, the Stockholders’ Agreement requires Ripple to redeem Tetragon’s shares within sixty days and apply all of its legally available cash and other assets to the redemption.9 4 Id.

2021-0007-MTZ Ma of 22 company.4 Plaintiff, through its affiliates (collectively, “Tetragon”), holds a majority of Ripple’s Series C preferred stock.5 Ripple and Tetragon executed a stockholders’ agreement dated Decem(the “Stockholders’ Agreement”) memorializing Tetragon’s investment and status as “Lead Purchaser.”6 Pursuant to that agreement, Tetragon has a redemption right that is triggered upon a “Securities Default” as defined in Section 5.4: A “Securities Default” means if XRP is determined on an official basis (including without limitation by settlement) by the U.S. BACKGROUND Ripple is an enterprise blockchain company.2 It uses a cryptocurrency called XRP in its payment network, and hosts a platform, RippleNet, to facilitate transactions.3 Plaintiff Tetragon Financial Group Limited is an investment 1 Docket Item (“D.I.”) 120. (“Ripple”) has moved for summary judgment (the “Motion”).1 For the following reasons, I grant Ripple’s Motion. 2021-0007-MTZ Dear Counsel: In this expedited contractual dispute, defendant Ripple Labs, Inc. Schulman, Esquire Abrams & Bayliss LLP 20 Montchanin Road, Suite 200 Wilmington, Delaware 19807 Tetragon Financial Group Limited v. Taylor, Esquire Ross Aronstam & Moritz LLP 100 South West Street, Suite 400 Wilmington, Delaware 19801 RE: Michael A. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 MaGarrett B. COURT OF CHANCERY OF THE STATE OF DELAWARE LEONARD L.

Ripple series tetragon