# UNITED STATES OF AMERICA

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae398043bebc5d488

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING
File No. 3-21535

In the Matter of
Quantstamp, Inc.,
Respondent.

I.

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PROPOSED PLAN OF
DISTRIBUTION

OVERVIEW

1.
The Division of Enforcement submits this Proposed Plan of Distribution (the
“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant
to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the
“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair
Fund (the “Fair Fund”), comprised of disgorgement, prejudgment interest, and civil money
penalties paid by Quantstamp, Inc. (the “Respondent”) in the above-captioned matter.1
2.
As described more specifically below, the Plan seeks to compensate investors
who were harmed by the Respondent’s offer and sale of the crypto asset security named QSP
without having a registration statement filed or in effect with the Commission or qualifying for
an exemption from registration. As calculated using the methodology detailed in the Plan of
Allocation (attached as Exhibit A), investors will be compensated based on their losses, due to
the misconduct of the Respondent, on the purchase of QSP tokens (the “Security”) from October
1, 2017, through July 20, 2023, the date before the Order was issued (the “Relevant Period”). An
investor who did not purchase the Security during the Relevant Period, or who is an Excluded
Party, is ineligible to recover under this Plan. In the view of the Commission staff and the Fund
Administrator, this methodology constitutes a fair and reasonable allocation of the Fair Fund.
3.
The Commission has custody of the Fair Fund and shall retain control of the
assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission
retains jurisdiction over its implementation.

1

See Order Instituting Cease-And-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making
Findings, and Imposing a Cease-And-Desist Order, Securities Act Rel. No. 11215 (Jul. 21, 2023). (the “Order”).

II.

BACKGROUND

4.
On July 21, 2023, the Commission issued the Order instituting and
simultaneously settling cease-and-desist proceedings against the Respondent.2 In the Order, the
Commission found that, from October to November 2017, the Respondent offered and sold the
Security to fund the development of an automated smart contract security auditing protocol. The
Commission found that the Respondent broadly marketed the Security, including in the United
States, and that the Respondent raised approximately $28.35 million in ether and USD through
the sale of the Security to more than 5,000 investors. The Commission determined that, by doing
so, the Respondent violated Sections 5(a) and 5(c) of the Securities Act of 1933 by offering and
selling securities without having a registration statement filed or in effect with the Commission
or qualifying for an exemption from registration. The Commission ordered the Respondent to
pay $1,979,201 in disgorgement, $494,314 in prejudgment interest, and a $1,000,000 civil
money penalty, for a total of $3,473,515, to the Commission. The Commission also created the
Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the civil penalty,
along with the disgorgement and prejudgment interest, can be distributed to harmed investors.
5.
The Respondent has paid in full. The Fair Fund has been deposited in a
Commission-designated account at the United States Department of the Treasury, and any
accrued interest will be added to, and become a part of, the Fair Fund.
III.

DEFINITIONS
As used in this Plan, the following definitions will apply:

6.
“Administrative Costs” shall mean any administrative costs and expenses,
including without limitation the fees and expenses of the Tax Administrator and the Fund
Administrator, tax obligations, bond premium expenses, and investment and banking costs.
7.
“Claim Form” means the form designed by the Fund Administrator, in
consultation with the Commission staff, for the filing of claims in accordance with this Plan.
The Claim Form will require, among other things, sufficient documentation reflecting any
Preliminary Claimant’s purchases of the Security during the Relevant Period, disposition(s) of
the Security, and wallet ownership, such that eligibility under the Plan can be determined; tax
identification and other related information from the Preliminary Claimant as determined
necessary by the Fund Administrator in coordination with the Tax Administrator; and a
certification that the Preliminary Claimant is not an Excluded Party. The Claim Form or the
accompanying directions will alert Preliminary Claimants of the OFAC and wallet screening
provisions of the Plan, as set forth in paragraphs 63-65 below.
8.
“Claim Status Notice” means the notice sent by the Fund Administrator within
90 days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient Claim
Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is
deficient, in whole or in part, the reason(s) for the deficiency, and in the event the claim is
denied, the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice
2

Id.

2

will also notify the Preliminary Claimant of the opportunity to cure any deficiency, request
reconsideration, or dispute the determination made by the Fund Administrator; and will provide
instructions regarding what is required to do so.
9.
“Claims Bar Date” means the date established in accordance with this Plan by
which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically to
receive consideration under the Plan. The Claims Bar Date shall be 90 days after the initial
mailing of the Plan Notice. Claim Forms submitted by Preliminary Claimants postmarked or
received after the Claims Bar Date may be rejected.
10.
“Determination Notice” shall mean the written notice sent by the Fund
Administrator to all Preliminary Claimants who timely submitted a Claim Form, notifying the
Preliminary Claimant of its eligibility determination. The Determination Notice will further
provide each Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or
its calculated Recognized Loss. Subject to paragraphs 61 and 63-65, the Determination Notice
will constitute the Fund Administrator’s final ruling regarding the eligibility status of the claim.
11.
“Distribution Payment” means a payment from the Fair Fund to a Payee in
accordance with the terms of this Plan.
12.
“Eligible Claimant” means a Preliminary Claimant, who is not an Excluded
Party under paragraph 13(a)-(g), who submitted a valid Claim Form, and who has suffered a
Recognized Loss as calculated in accordance with the Plan of Allocation.
13.

“Excluded Party” shall mean:
(a)

The Respondent;

(b)

Present or former officers or directors of Respondent who held that
position during the Relevant Period, or their assigns, heirs, spouses,
parents, dependent children, or controlled entities;

(c)

Any employee or former employee of the Respondent or any of its
affiliates who has been terminated for cause, or has otherwise resigned, in
connection with the conduct described in the Order;

(d)

Any Person who, as of the Claims Bar Date, has been the subject of
criminal charges related to the conduct described in the Order or any
related Commission action;

(e)

Any firm, trust, corporation, officer, or other entity in which Respondent
has or had a controlling interest;

(f)

The Fund Administrator, its employees, and those Persons assisting the
Fund Administrator in its role as the Fund Administrator;

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(g)

Any purchaser or assignee of another Person’s eligibility for recovery
from the Fair Fund for value; provided, however, that this provision shall
not be construed to exclude those Persons who are eligible due to a gift,
inheritance, or devise; and

(h)

Any person who is confirmed by the Fund Administrator through Wallet
screening or otherwise, to be subject to sanctions as set in paragraphs 6365 below.

The Claim Form will require claimants to certify that they are not an Excluded Party. All
Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.
14.
“Fair Fund” means the fund created by the Commission pursuant to Section
308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondent’s
violations described in the Order.
15.

“Net Available Fair Fund” means the Fair Fund less Administrative Costs.

16.
“Payee” means an Eligible Claimant whose Recognized Loss calculates, in
accordance with the Plan of Allocation, to a distribution amount equal to or greater than $20.00,
who is not an Excluded Party under paragraph 13(h), and who will receive a Distribution
Payment.
17.
“Person” means natural individuals as well as legal entities such as corporations,
partnerships, or limited liability companies.
18.
“Plan Notice” means a written and/or electronic notice from the Fund
Administrator to Preliminary Claimants informing them of the Fair Fund; the Plan and its
eligibility requirements; explaining how to submit a claim, including instructions for any online
claims process; and explaining how to obtain a copy of the approved Plan and Claim Form by
request or from the Fair Fund’s website. The Plan Notice will be available on the Fair Fund’s
website that is maintained by the Fund Administrator.
19.
“Plan of Allocation” means the methodology used by the Fund Administrator to
calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is
attached as Exhibit A.
20.
“Preliminary Claimant” shall mean a Person, or their lawful successors,
identified by the Fund Administrator as having a possible claim to recover from the Fair Fund
under this Plan, or a Person asserting prior to the Claims Bar Date that he, she, or it has a
possible claim to recover from the Fair Fund under this Plan because of transactions in the
Security during the Relevant Period.
21.
“Recognized Loss” means the amount of loss calculated in accordance with the
Plan of Allocation.

4

22.

“Relevant Period” means the period from October 1, 2017, through July 21,

23.

“Security” refers to QSP tokens.

2023.

24.
“Summary Notice” means the publication notice which will be disseminated in
accordance with paragraph 38, that shall include, at a minimum, a statement of the purpose of the
Fair Fund and the Plan, the means of obtaining a Claim Form and Plan Notice, and the Claims
Bar Date.
25.
“Third-Party Filer” means a third-party, including without limitation a nominee,
custodian, or an intermediary holding in street name, who is authorized to submit and submits a
claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include
assignees or purchasers of claims that are excluded from receiving Distribution Payments under
paragraph 13(g).
26.
“Wallet Screening” is the review of wallets and blockchain transactions further
described below, paragraphs 64-65.
IV.

TAX COMPLIANCE

27.
On May 20, 2024, the Commission appointed Miller Kaplan Arase LLP as the tax
administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the
Fair Fund.3 The Tax Administrator will be compensated for reasonable fees and expenses from
the Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the
Commission.4
28.
The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section
468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related
regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the
administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the
tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not
limited to:
(a)

Obtaining a taxpayer identification number;

(b)

Requesting funds necessary for the timely payment of all applicable taxes,
the payment of taxes for which the Tax Administrator has received funds,
and the filing of applicable returns; and

(c)

Fulfilling any information reporting or withholding requirements required
for distributions from the Fair Fund.

3

See Order Appointing Tax Administrator, Exchange Act Rel. No. 100180 (May 20, 2024).
See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case
Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).
4

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29.
All tax obligations will be paid from the Fair Fund, subject to the review and
approval of Commission staff.
V.

FUND ADMINISTRATOR

30.
On June 18, 2024, the Commission appointed Simpluris, Inc. as the fund
administrator for the Fair Fund (the “Fund Administrator”), and the Fund Administrator has
obtained a bond in the amount of $3,473,515, as ordered.5 Pursuant to Rule 1105(a) of the
Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be removed at any
time by order of the Commission or hearing officer.
31.
The Fund Administrator will be responsible for administering the Fair Fund in
accordance with the Plan. This will include, among other things, taking reasonable steps to
identify and contact Preliminary Claimants; obtaining mailing and/or other contact information
for Preliminary Claimants; establishing a website, a portal for secure communications to and
from Preliminary Claimants, and staffing a call center to address inquiries during the claims
process; developing a claims database; preparing accountings; cooperating with the Tax
Administrator appointed by the Commission to satisfy any tax liabilities and to ensure
compliance with income tax reporting requirements, including but not limited to Foreign
Account Tax Compliance Act (“FATCA”); advising Preliminary Claimants of deficiencies in
claims and providing an opportunity to cure any documentary defects; taking antifraud measures,
such as identifying false, ineligible and overstated claims; making determinations under the
criteria established herein as to Preliminary Claimant’s eligibility; advising Preliminary
Claimants of final claim determinations; implementing Wallet Screening; ensuring compliance
with any restrictions on making Distribution Payments in accordance with sanctions imposed by
the United States government, including those administered by the U.S. Treasury’s Office of
Foreign Asset Control (OFAC) and Financial Crimes Enforcement Network (“FinCEN”);
disbursing the Fair Fund in accordance with this Plan, as ordered by the Commission; and
researching and reconciling errors and reissuing payments, when possible.
32.
To carry out the purposes of this Plan, the Fund Administrator is authorized to
make and implement immaterial changes to the Plan upon agreement of the Commission staff. If
a change is deemed to be material by the Commission staff, Commission approval is required
prior to implementation by amending the Plan.
33.
The Fund Administrator may extend any procedural deadline contained in the
Plan for good cause shown, if agreed upon by the Commission staff.
34.
The Fund Administrator is authorized to enter into agreements with third parties
as may be appropriate or necessary in the administration of the Fair Fund, provided such third
parties are not excluded pursuant to other provisions of this Plan. In connection with such
agreements, the third parties shall be deemed to be agents of the Fund Administrator under this
Plan.
See Order Appointing Fund Administrator, Setting the Administrator’s Bond Amount, and Authorizing Approval
and Payment of Fees and Expenses of Administration, Exchange Act Rel. No. 100369 (Jun. 18, 2024) (the “Fund
Administrator Order”).
5

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35.
As set forth in the Fund Administrator Order, the Fund Administrator will be
entitled to payment from the Fair Fund of reasonable fees and expenses, including the bond
premium, incurred in the performance of its duties (including any such fees and expenses
incurred by agents, consultants or third parties retained by the Fund Administrator in furtherance
of its duties).
VI.

ADMINISTRATION OF THE FAIR FUND
Identification of and Notification to Preliminary Claimants

36.
The Fund Administrator will use its best efforts to identify Preliminary Claimants
from a review of information obtained by the Commission staff during and/or after the
investigation of this matter and seeking information from any other source available to it. The
Fund Administrator may also engage a third-party firm, after consultation with and approval of
the Commission staff, to assist in identifying Preliminary Claimants to maximize the
participation rate in the Fair Fund.
37.

Within 45 days after Commission approval of the Plan, the Fund Administrator

shall:
(a)

design and submit the Plan Notice and the Claim Form to the Commission
staff for review and approval;

(b)

create a contact and claim database of all Preliminary Claimants based
upon information identified by the Fund Administrator;

(c)

run a National Change of Address search to retrieve updated addresses for
all U.S. addresses in the database;

(d)

Establish a secure method by which Preliminary Claimants and the Fund
Administrator can communicate;

(e)

Send a Plan Notice to all Preliminary Claimants or their nominees by
email, mail, or by other method acceptable to the SEC staff;

(f)

establish and maintain a website devoted solely to the Fair Fund. The Fair
Fund’s website, located at www.QuantstampFairFund.com,will make
available a copy of the approved Plan; provide information regarding the
claims process and eligibility requirements for participation in the Fair
Fund in the form of frequently asked questions; include in downloadable
form, the Claim Form and other related materials; and such other
information the Fund Administrator believes will be beneficial to
Preliminary Claimants;
establish and maintain a toll-free telephone number, 1-833-215-6101,for
Preliminary Claimants to call to speak to a live representative of the Fund

(g)

7

Administrator during its regular business hours or, outside of such hours,
to hear prerecorded information about the Fair Fund. The toll-free number
will be listed on all correspondence from the Fund Administrator to
Preliminary Claimants as well as on the Fair Fund’s website; and
(h)

establish and maintain a traditional mailing address and an email address
which will be listed on all correspondence from the Fund Administrator to
Preliminary Claimants as well as on the Fair Fund’s website.

38.
The Fund Administrator will publish the Summary Notice in print media and
digital banners on the internet in a manner, substance, and format acceptable to Commission
staff, beginning no later than ten (10) days after the initial mailing of the Plan Notice.
39.
The Fund Administrator will have available, and use as appropriate in its
discretion, translation services in connection with contacts with Preliminary Claimants so that all
communications can be as effective as practicable. Translations of the Plan Notice and any other
notices or communications issued by the Fund Administrator or the Commission in connection
with the distribution may be requested by Preliminary Claimants by contacting the Fund
Administrator by mail, email, or the toll-free number.
40.
The Commission staff retains the right to review and approve any material posted
on the Fair Fund’s website, any material mailed, and any scripts used in connection with any
communication with Preliminary Claimants.
41.
In all materials that refer to the Claims Bar Date, the filing deadline will be
clearly identified with the calendar date, which is 90 days from the date of the initial mailing of
the Plan Notice.
42.
The Fund Administrator will promptly provide a Plan Notice and/or Claim Form
to any Preliminary Claimant upon request made via mail, phone, or email prior to the Claims Bar
Date.
43.
The Fund Administrator will attempt to locate any Preliminary Claimant whose
communication is returned as “undeliverable” and will document all such efforts. The Fund
Administrator shall use commercially available resources and other reasonably appropriate
means to obtain updated contact information and/or addresses in response to “undeliverable”
notices and forward any returned or undeliverable communication for which updated contact
information, or an updated address is provided or obtained. The Fund Administrator will make
available, upon request by the Commission staff, a list of all Preliminary Claimants whose Plan
Notice have been returned as “undeliverable” due to incorrect contact information and/or
addresses and for which the Fund Administrator has been unable to locate current contact
information and/or addresses.

8

Filing a Claim
44.
To avoid being barred from asserting a claim, on or before the Claims Bar Date
each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim
Form reflecting such Preliminary Claimant’s claim, together with all required supporting
documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to
substantiate the claim. Without limitation, this information may include third party documentary
evidence of purchases and dispositions of the Security during the Relevant Period, as well as
holdings of the Security at pertinent dates, valid and authenticated wallet and/or exchange
connections as part of an online claim, account statements and/or documentation of centralized
exchange transactions, attributable exchange and/or wallet account information in the form of
screenshots or videos as visual proof of ownership, any requested explanatory information or
attestations, and/or any required personal identification information.
45.
Electronic claim submission is encouraged; the Plan Notice will include
instructions on how Preliminary Claimants can submit their claims electronically via the Fair
Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit
his, her, or its claim to the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The
Plan Notice will also include instructions for submission of claims by mail if the Preliminary
Claimant is unable to submit his, her, or its claim electronically.
46.
The burden will be upon the Preliminary Claimant to ensure that his, her, or its
Claim Form has been properly and timely received by the Fund Administrator. A Claim Form
that is postmarked or otherwise received after the Claims Bar Date may be rejected.
47.
All Claim Forms and supporting documentation necessary to determine a
Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of
the Plan must be endorsed by a declaration executed by the Preliminary Claimant under penalty
of perjury under the laws of the United States. The declaration must be executed by the
Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person
authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such
documentary evidence as the Fund Administrator deems necessary.
48.
When submitting claims to the Fair Fund on behalf of its clients, all Third-Party
Filers must use the electronic filing template provided by the Fund Administrator in this matter.
Third-Party Filers that do not comply with the template and format provided by the Fund
Administrator may be rejected. Third-Party Filers must also submit a signed master proof of
claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the
electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.
49.
Each Third-Party Filer must establish the validity and amount of each claim in its
submission. Third-Party Filers must submit such supporting documentary evidence of
purchases, dispositions, and holdings of the Security, and proof of wallet ownership, as the Fund
Administrator deems necessary or appropriate to substantiate each individual claim. Without
limitation, this includes the complete name of the Preliminary Claimant (beneficial account
owner) and its TIN (for individuals) or EIN (for companies), sufficient contact information to
9

confirm the identity of the beneficial owner; third party documentary evidence of purchases and
dispositions of the Security during the Relevant Period, as well as holdings of the Security at
pertinent dates; account statements and/or documentation of centralized exchange transactions,
attributable exchange and/or wallet account information in the form of screenshots or videos as
visual proof of wallet ownership; and any requested explanatory information or attestations. The
Fund Administrator will have the right to request, and the Third-Party Filer will have the burden
of providing to the Fund Administrator, any additional information and/or documentation
deemed necessary by the Fund Administrator to substantiate the claim(s) contained in the
submission. Documentation from a Third-Party Filer that is not acceptable to the Fund
Administrator will result in rejection of the affected claim(s). The determination of the Fund
Administrator to reject a claim for insufficient documentation, as reflected in the Determination
Notice, is final and within the discretion of the Fund Administrator.
50.
The receipt of the Security by gift, inheritance, devise, or operation of law will
not be deemed to be a purchase of Security, nor will it be deemed an assignment of any claim
relating to the purchase of such Security unless specifically so provided in the instrument of
inheritance. The recipient of the Security as a gift, inheritance, devise or by operation of law will
be eligible to file a Claim Form and participate in the distribution of the Fair Fund to the extent
the original purchaser would have been eligible under the terms of the Plan. Only one claim may
be submitted with regard to the same transactions in the Security, and in cases where duplicative
claims are filed by the donor and donee, the donee claim will be honored, assuming it is
supported by proper documentation.
51.
Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29
U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s
participants, are properly made by the administrator, custodian or fiduciary of the plan and not
by the plan’s participants. The Fund Administrator will distribute any payments on such claims
directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or
fiduciary of the retirement plan will distribute any payments received in a manner consistent with
its fiduciary duties and the governing account or plan provisions.
52.
The Preliminary Claimant has the burden of notifying the Fund Administrator of a
change in his, her or its current address, other contact information, or payment information, and
ensuring that such information is properly reflected on the Fund Administrator's records.
Review of Claims and Deficiency Process
53.
The Fund Administrator will review all claim submissions and determine the
eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data
and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary
Claimant will have the burden of proof to establish the validity and amount of his, her or its
claim. The Fund Administrator will have the right to request, and the Preliminary Claimant will
have the burden of providing to the Fund Administrator, any additional information and/or
documentation deemed relevant by the Fund Administrator.

10

54.
The Fund Administrator will provide a Claim Status Notice within 60 days of the
Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form with the
Fund Administrator. The Claim Status Notice will provide to each Preliminary Claimant whose
claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to provide
required information or documentation). In the event the claim is denied, in whole or in part, the
Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will also
notify the Preliminary Claimant of the opportunity to cure any deficiency, request
reconsideration, or dispute the determination made by the Fund Administrator and provide
instructions regarding what is required to do so.
55.
Any Preliminary Claimant with a deficient claim will have 30 days from the date
of the Claim Status Notice to cure any deficiencies identified in the Claim Status Notice.
56.
Any Preliminary Claimant seeking reconsideration of a denied claim must submit
their request to the Fund Administrator in writing within 30 days of the date of the Claim Status
Notice. All requests for reconsideration must include the necessary documentation to
substantiate the basis upon which the Preliminary Claimant is requesting reconsideration of his,
her, or its claim.
57.
The Fund Administrator will have the authority, in its sole discretion, to waive
technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.
Claims Eligibility Determination
58.
Within 120 days of the Claims Bar Date, the Fund Administrator will complete all
claims determinations and send a Determination Notice to all Preliminary Claimants who timely
submitted a Claim Form notifying the Preliminary Claimant of its eligibility determination. The
Determination Notice will further provide to each Preliminary Claimant that is determined to be
an Eligible Claimant with his, her, or its calculated Recognized Loss. Subject to paragraphs 61
and 63-65, the Determination Notice will constitute the Fund Administrator’s final ruling
regarding the eligibility status of the claim.
59.
Any Preliminary Claimant who is not an Excluded Party pursuant to paragraphs
13(a)-(g), who submitted a valid Claim Form, and who has suffered a Recognized Loss as
calculated in accordance with the Plan of Allocation, will be deemed an Eligible Claimant.
60.
The Fund Administrator may consider disputes of an Eligible Claimant’s
Recognized Loss calculation if presented in writing to the Fund Administrator within 30 days of
the date of the Determination Notice. Within 30 days of receiving an Eligible Claimant’s
dispute, the Fund Administrator will notify the Eligible Claimant, in writing, of its calculation of
the Eligible Claimant’s Recognized Loss after considering the dispute. This notice will
constitute the Fund Administrator’s final ruling regarding the loss calculations for the claim.

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Distribution Methodology
60.
Any Preliminary Claimant who is not an Excluded Party pursuant to paragraphs
13(a)-(g), who submitted a valid Claim Form, and who has suffered a Recognized Loss as
calculated in accordance with the Plan of Allocation, will be deemed an Eligible Claimant.
61.
No Distribution Payments will be made for less than $20.00. If an Eligible
Claimant’s distribution amount, in accordance with the Plan of Allocation, calculates to a
distribution amount less than $20.00, that Eligible Claimant will be deemed ineligible to receive
a Distribution Payment and his, her, or its distribution amount will be reallocated on a pro-rata
basis to Eligible Claimants whose distribution amounts are greater than or equal to $20.00 and
who are determined to be Payees.
62.
All Eligible Claimants whose Recognized Loss calculates to a distribution amount
equal to or greater than $20.00 and who are not Excluded Parties under paragraph 13(h), will be
deemed a Payee and receive a Distribution Payment.
63.
Prior to issuing any Distribution Payments, the Fund Administrator will screen all
Eligible Claimants against OFAC and FINCEN sanctions lists to identify any claimants who are
Excluded Parties under paragraph 13(h) of the Plan.
Wallet Screening
64.
Prior to issuing any Distribution Payments, the Fund Administrator will, using
Chainalysis or another similar blockchain analysis platform, check all wallet addresses provided
by Eligible Claimants in connection with their Claim against sanctions lists issued by the United
States, the European Union, or the United Nations (“Sanctions Lists”). This screening will
detect wallets: (i) specifically identified on the Sanctions Lists, and/or (ii) identified as related to
one or more sanctioned wallets identified in (i).
65.
With respect to the wallets described in paragraph 64(ii), within 14 days of the
Commission staff’s review and approval of the Wallet Screening results, the Fund Administrator
will send a Wallet Screening Status Notice providing to any Claimant whose wallet is flagged
twenty-one (21) days to dispute their affiliation with or relation to a wallet flagged under 63(i).
The Wallet Screening Status Notice will identify the wallets at issue, as well the sanctioned
wallet address and, as appropriate, additional details regarding the screening flag so that the
Claimant can respond with a written explanation of the Claimant's affiliation or interaction with
the sanctioned wallet and any supporting documentation. Within fourteen (14) days of receipt of
the explanation, the Fund Administrator will notify the Claimant as to the resolution of the
Wallet Screening with respect to that Claimant.
Establishment of a Reserve
66.
Before determining the amount of funds available for distribution and calculating
each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax

12

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any
unexpected expenditures (the “Reserve”).
67.
After all disbursements and Administrative Costs are paid, any remaining
amounts in the Reserve will become part of the Residual described in paragraph 91.
Preparation of the Payment File
68.
Within 400 days of the approval of the Plan, the Fund Administrator will compile
and send to the Commission staff the Payee information, including the name, address, calculated
Recognized Loss, withholding amounts (if applicable), and the amount of the Distribution
Payment for all Payees (the “Payee List”). In the discretion of the Fund Administrator, in
consultation with the Commission staff, any Eligible Claimants whose claim has been flagged in
connection with paragraphs 63-65 above and who is being given the opportunity to respond shall
be excluded from the Payee List, and included, as appropriate in a subsequent disbursement. The
Fund Administrator will also provide a Reasonable Assurances Letter to the Commission staff,
representing that the Payee List was compiled in accordance with the approved Plan, is accurate
as to all information thereon, and provides all information necessary to make a payment to each
Payee. The Reasonable Assurances Letter should also include: (a) the number of Payees to be
compensated; (b) the percentage of the Payee’s Recognized Loss being compensated by the
disbursement from the Fair Fund, and if applicable, the total percentage compensated including
all prior disbursements; (c) the total amount of funds to be disbursed, and if applicable, the total
amount of such funds to be withheld as directed by the Tax Administrator.
The Escrow Account
69.
Prior to the disbursement of funds from the Net Available Fair Fund, the Fund
Administrator will establish an escrow account (the “Escrow Account”) with a United States
commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve
Act, Subpart D, 12 C.F.R. § 208.43 and that is not unacceptable to the Commission staff (the
“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by
Commission staff.
70.
The Fund Administrator, pursuant to the Escrow Agreement, shall also establish
with the Bank a separate deposit account (e.g., controlled distribution account, managed
distribution account, linked checking and investment account) (the “Distribution Account”),
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass
through limit. The Distribution Account shall be linked with the Escrow Account, and both shall
be named, and records maintained, in accordance with the Escrow Agreement.
71.
During the term of the Escrow Agreement, the portions of the Fair Fund
transferred to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in
short-term U.S. Treasury securities backed by the full faith and credit of the United States
Government or an agency thereof. The investment shall be, of a type and term necessary to meet
the cash liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax
Administrator and/or Fund Administrator, including investment or reinvestment in a bank
13

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds
registered under the Investment Company Act of 1940 that invest 100% of their assets in direct
obligations of the United States Government.
72.
The Fund Administrator shall provide duplicate original bank and/or investment
statements on any accounts established by the Fund Administrator to the Tax Administrator
monthly and shall assist the Tax Administrator in obtaining mid-cycle statements, as necessary.
73.
The Fund Administrator shall deposit or invest funds in the Escrow and
Distribution Accounts to result in the maximum reasonable net return, considering the safety of
such deposits or investments. In consultation with Commission staff, the Fund Administrator
shall work with the Bank on an ongoing basis to determine an allocation of funds between the
Escrow and Distribution Account.
74.
All interest, dividends, and/or income earned by the Escrow Property will accrue
for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and
Distribution Accounts will be the responsibility of the Fund Administrator, who may be
reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to
the Bank, its agents, and/or its affiliates from the Escrow Property.
Distribution of the Fair Fund
75.
The Fund Administrator will seek to distribute the Net Available Fair Fund to all
Payees only after all Claim Forms have been processed and all Preliminary Claimants whose
claims have been rejected or disallowed, in whole or in part, have been notified and provided the
opportunity to contest or cure pursuant to the procedures set forth herein.
76.
Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List
and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek
an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17
C.F.R. § 201.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in
accordance with the Payee List for distribution by the Fund Administrator in accordance with the
Plan. All disbursements will be made pursuant to a Commission Order.
77.
Upon issuance of an Order to disburse, the Commission staff will direct the
transfer of funds in accordance with the Payee List to the Bank. The Fund Administrator will
then use its best efforts to commence mailing Distribution Payment checks and/or effect
electronic payments, wire payments, or digital payments (if approved by the Commission staff)
within 10 business days of the release of the funds into the Escrow Account. All efforts will be
coordinated to limit the time between the Escrow Account’s receipt of the funds and the issuance
of Distribution Payments.
78.
All Distribution Payments will be issued by the Fund Administrator from the
Distribution Account. All checks will bear a stale date of 120 days from the date of issuance.
Reissuance of a check must be requested before the stale date, and such request is governed by
paragraph 87.
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79.
All Distribution Payments will be preceded or accompanied by a communication
that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that
the tax treatment of the distribution is the responsibility of each Payee and that the Payee should
consult his, her or its tax advisor for advice regarding the tax treatment of the distribution;
however, any backup withholding required under IRC § 3406(a) and the regulations promulgated
thereunder, or withholding required with respect to nonresident aliens (“NRAs”) under Chapter 3
of the IRC, or FATCA-subject Payees under Chapter 4 of the IRC, will be withheld as required
from the Distribution Payment and remitted to the Internal Revenue Service on the Payee’s
behalf; (c) a statement that checks will be void and cannot be reissued after 120 days from the
date the original check was issued; and (d) contact information for the Fund Administrator for
questions regarding the Distribution Payment. The letter or other mailings to Payees
characterizing a Distribution Payment will be prepared by the Tax Administrator and provided to
the Commission staff for review and approval.
80.
All Distribution Payments, either on their face or in the accompanying mailing,
will clearly indicate that the money is being distributed from the Fair Fund established by the
Commission to compensate investors for harm because of securities law violations.
81.
Distribution Payments must be made by payment payable to the Payee (the
beneficial account owner). A Third-Party Filer shall not be the payee of any Distribution
Payment check or other Distribution Payment. Compensation to a Third-Party Filer for its
services may not be paid or deducted from the Distribution Payment.
82.
The submission of a Claim Form and the receipt and acceptance of a Distribution
Payment by a Payee is not a release of a Payee’s rights and claims against the Respondent.
83.
Subject to paragraph 81, above, electronic payments or wire transfers may be
utilized at the discretion of the Fund Administrator to transfer approved Distribution Payments to
filers of claims on behalf of twenty (20) or more Payees.
84.
Electronic payments and wire transfers will be initiated by the Fund
Administrator using a two-party check and balance system, whereby completion of an electronic
payment will require an authorization by two members of the Fund Administrator’s senior staff.
85.
At the discretion of the Fund Administrator, certain costs that were not factored
into the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s
Distribution Payment. In such situations, the Fund Administrator will immediately notify the
Tax Administrator of the reduction in the Distribution Payment.
Post Distribution; Handling of Returned or Uncashed Checks; and Reissues
86.
The Fund Administrator shall use its best efforts to make use of commercially
available resources and other reasonably appropriate means to locate all Payees whose checks
are returned to the Fund Administrator as “undeliverable.” If new address information becomes
available, the Fund Administrator will repackage the distribution check and send it to the new
15

address. If, within 120 days after the initial mailing of the distribution check, new address
information for the Payee is not available or if the distribution check is returned again, the Fund
Administrator will void the distribution check, and in its discretion, may remove such Payee
from the distribution and the allocated Distribution Payment will remain in the Fair Fund for
distribution, if feasible, to the remaining Payees.
87.
The Fund Administrator will reissue checks to Payees upon the receipt of a valid,
written request from the Payee prior to the initial stale date. The Fund Administrator will reissue
electronic or other payments upon the receipt of a valid, written request from the Payee prior to
120 days from the initial issuance. In cases where a Payee is unable to endorse a Distribution
Payment check as written (e.g., name changes, IRA custodian changes, or recipient is deceased)
or receive an electronic payment as originally requested, and the Payee or a lawful representative
requests the reissuance of a Distribution Payment check in a different name, the Fund
Administrator will request, and must receive, documentation to support the requested change.
The Fund Administrator will review the documentation to determine the authenticity and
propriety of the change request. If, in the discretion of the Fund Administrator, such change
request is properly documented, the Fund Administrator will issue an appropriately redrawn
Distribution Payment to the requesting party. Reissued checks will be void at the later of 120
days from issuance of the original check or 60 days from the reissuance, and in no event will a
check be reissued after 120 days from the date of the original issuance without the approval of
Commission staff.
88.
The Fund Administrator will make reasonable efforts to contact Payees who have
failed to negotiate their Distribution Payment check or receive their electronic or other payment
and take appropriate action to follow up on the status of uncashed checks or other undelivered
payments at the request of Commission staff. The Fund Administrator may reissue such checks
and payments subject to the time limits detailed herein. If a Distribution Payment check remains
uncashed after the stale date the Fund Administrator will instruct the Bank to issue a stop
payment on the check. The Fund Administrator, in its discretion, may remove such Payee from
the distribution, and the allocated Distribution Payment will remain in the Fair Fund for
distribution, if feasible, to the remaining Payees.
Administrative Costs
89.
All Administrative Costs will be paid from the Fair Fund in accordance with the
Commission’s Rules. Upon completion of the final distribution, the Fund Administrator, in
consultation with the Commission staff, shall arrange for the final payment of all Administrative
Costs.
Disposition of Undistributed Funds
90.
If funds remain following the initial distribution, the Fund Administrator, in
consultation with the Commission staff, may seek subsequent distribution(s) of any remaining
funds, pursuant to the Commission’s Rules. All subsequent distributions shall be made in a
manner that is consistent with this Plan.

16

91.
A residual will be established for any amounts remaining after the final
disbursement to Payees from the Fair Fund and any Administrative costs (the “Residual”). The
Residual may include funds from, among other things, amounts remaining the Reserve,
distribution checks that have not been cashed; checks or other payments that were not delivered
or were returned to the Commission, and tax refunds received due to the Fair Fund’s
overpayment of taxes or for waiver of IRS penalties.
92.
Once the Fund Administrator, in consultation with the Commission staff, deems
further distribution of the Fair Fund to investors infeasible, the Fund Administrator will direct
any uncashed Distribution Payments to be voided, and return any funds remaining in the Escrow
and Deposit Accounts to the Commission to be added to the Residual.
93.
All funds remaining in the Residual that are infeasible to distribute to investors
will be transferred to the U.S. Treasury after the final accounting is approved by the
Commission. Returning such money to Respondents would be inconsistent with the equitable
principle that no person should profit from his own wrongdoing. Therefore, in these
circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable alternative.
Filing of Reports and Accountings
94.
In accordance with Rule 1105(f) of the Commission’s Rules, the Fund
Administrator shall provide to the Commission staff a progress report and a quarterly account
statement in a format to be provided by Commission staff, within 45 days of the Commission’s
approval of the Plan and shall provide to Commission staff additional reports and quarterly
account statements within 10 days after the end of every calendar quarter. Such progress reports
shall inform the Commission staff of the activities and status of the Fair Fund during the
reporting period, and shall specify, at a minimum, the location of the account(s) comprising the
Fair Fund, including among other things, an interim accounting of all monies in the Fair Fund.
95.
When the final distribution is completed, the Fund Administrator shall provide to
Commission staff a final report summarizing all tasks undertaken and the outcome of its
administrative efforts. The Fund Administrator shall make arrangement for the final payment of
all Administrative Costs, and submit a final accounting of all monies received, earned, spent, and
distributed in connection with the administration of the Plan in a format provided by the
Commission staff. The Fund Administrator will also submit a report to the Commission staff
containing the final distribution statistics regarding distributions to individuals and entities, and
such other information requested by the Commission staff.
Miscellaneous
96.
When administering this Plan, the Fund Administrator, and/or each of its
designees, agents, and assigns, may rely on all applicable laws; orders issued by the
Commission, including orders issued by delegated authority; orders issued by an administrative
law judge, if any, appointed in this proceeding; and any records, including records containing
investor information, provided by Commission staff.

17

97.
Should any additional funds be received pursuant to Commission or Court order,
agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will
be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the
Commission’s Rules.
Wind-down and Document Retention
98.
The Fund Administrator will shut down the website, P.O. Box, and customer
service telephone line(s) established specifically for the administration of the Fair Fund six (6)
months after the transfer of any remaining funds to the Commission, or at such earlier time as the
Fund Administrator determines with the concurrence of the Commission staff.
99.
The Fund Administrator will retain all materials submitted by Preliminary
Claimants in either paper or electronic form for a period of six (6) years from the date of
approval of a final fund accounting. Materials maintained in electronic form must be accessible
and readable for the duration of retention. Upon expiration of this period, and pursuant to the
Commission staff's direction, the Fund Administrator will either turn over to the Commission or
destroy all materials, including documents in any media.
Termination of the Fair Fund
100. Once the Commission has approved the final accounting, the Commission staff
will seek an order from the Commission authorizing: (a) the transfer of any amounts remaining
in the Fair Fund that is infeasible to return to investors, and any amounts returned to the Fair
Fund in the future that is infeasible to return to investors, to the U.S. Treasury, subject to Section
21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the
Fund Administrator’s bond; and (d) termination of the Fair Fund.
101. The Fair Fund will be eligible for termination and the Fund Administrator will be
eligible for discharge after all of the following have occurred (a) a final accounting, in a standard
accounting format provided by the Commission staff, has been submitted by the Fund
Administrator and approved by the Commission; (b) all Administrative Costs have been paid;
and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer
to U.S. Treasury.
102. Once the Fair Fund has been terminated and funds, if any, are transferred to the
U.S. Treasury, no further claims will be allowed, and no additional payments will be made
whatsoever.

VII.

NOTICE AND COMMENT PERIOD

103. The Notice of Proposed Plan of Distribution and Opportunity to Comment (the
“Notice”) will be published on the Commission’s website at
http://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan
must do so in writing by submitting their comments to the Commission within 30 days of the
18

publication of the Notice: (a) to the Office of the Secretary, United States Securities and
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the
Commission’s Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending
an email to rule-comments@sec.gov. Comments submitted by email or via the Commission’s
website should include “Administrative Proceeding File Number 3-21535” in the subject line.
Comments received will be available to the public. Persons should only submit comments that
they wish to make publicly available.

19

Exhibit A
PLAN OF ALLOCATION
This Plan of Allocation1 is designed to compensate investors based on their losses, due to
the misconduct of the Respondent, on the purchase of QSP tokens (the “Security”) from October
1, 2017, through July 20, 2023, the date before the Order was issued (the “Relevant Period”). A
Preliminary Claimant who did not purchase the Security during the Relevant Period, or who is
an Excluded Party, is ineligible to recover under this Plan. A Preliminary Claimant who is not
an Excluded Party under paragraphs13(a)-(g) of the Plan, who submits a valid Claim Form, and
who has suffered a Recognized Loss as calculated below, will be deemed an Eligible Claimant.
I.

The Methodology

The Fund Administrator will calculate each Preliminary Claimant’s loss (“Recognized
Loss”) as (a) the total purchase amount for the Security purchased/acquired during the Relevant
Period, less the sum of (b) the sales proceeds from the Security purchased/acquired during the
Relevant Period and sold during the Relevant Period or during the Lookback Period,2 and (c) the
holding value on the remainder of the Security purchased during the Relevant Period, which for
the purposes of this calculation will be $0.01040 per token, the average closing price of the
Security during the Lookback Period.
All prices identified in the Recognized Loss calculation exclude taxes, fees, and
commissions. Purchases/acquisitions and sales shall be deemed to have occurred on the
“contract” or “trade” date as opposed to the “settlement” or “payment” date. In addition,
purchase amounts and sales proceeds will be converted to U.S. dollars using the respective
exchange rate as of 4:00 PM eastern time on the purchase or sale date, respectively. For the
avoidance of doubt, calculations of purchase and sale prices will include only the amount of
value that was converted into QSP (in the case of a purchase) or received by the seller (in the
case of a sale), and investors will not be compensated for gas fees or transactions fees to transfer
value.
If the Recognized Loss calculates to a negative number, reflecting a gain, then the
Recognized Loss will be $0.00.
II.

Additional Provisions
A.

FIFO Methodology

Transactions for a Preliminary Claimant who made multiple purchases and sales of the
Security will be matched according to the first-in, first-out (“FIFO”) method. The earliest sales
will be matched first against purchases during the Relevant Period, until all the purchases during
the Relevant Period have been matched, and further sales will be ignored. For example, if a
1

All capitalized terms used in this Plan of Allocation but not defined are used as defined in the Plan.
The Lookback Period is the 90 days immediately after the Relevant Period. It is from July 21, 2023, through
October 18, 2023.
2

Preliminary Claimant purchased 100 QSP during the Relevant Period, the first 100 QSP sold
through October 18, 2023 (the end of the Lookback Period) will be matched to the purchases and
their sales proceeds will be included the Recognized Loss calculation.
B.

Acquisitions

The receipt or grant of the Security by gift, devise, inheritance, or operation of law during
the Relevant Period is not considered an eligible purchase if the original purchase did not occur
during the Relevant Period. Tokens acquired outside the Relevant Period will be excluded from
the calculation of the Recognized Loss.
III.

Allocation of Funds

If the Net Available Fair Fund is equal to or exceeds the sum of Recognized Losses of all
Eligible Claimants, each Eligible Claimant’s distribution amount will equal his, her, or its
Recognized Loss (minus any Prior Recovery), plus any “Reasonable Interest” awarded. If the
Net Available Fair Fund is less than the sum of the Recognized Losses of all Eligible Claimants,
each Eligible Claimant’s distribution amount will equal his, her or its “Pro-Rata Percentage” of
the Net Available Fair Fund. In either case, the distribution amount will be subject to the “Offset
for Prior Recovery” and “Minimum Distribution Amount.”
A.

Calculating an Eligible Claimant’s Pro-Rata Percentage

This computation is intended to measure Eligible Claimants’ Recognized Losses against
one another. The Pro-Rata Percentage will be calculated for each Eligible Claimant as the ratio
of his, her, or its Recognized Loss to the sum of Recognized Losses of all Eligible Claimants.
B.

Offset for Prior Recovery

To avoid payment of a windfall, an Eligible Claimant’s distribution amount will be no
larger than his, her, or its Recognized Loss minus the amount of any compensation for the loss
that resulted from the conduct described in the Order that was received from another source (e.g.,
class action settlement), to the extent known by the Fund Administrator (“Prior Recovery”), plus
any Reasonable Interest awarded. That is, the distribution amount will be capped at the
Recognized Loss less the Prior Recovery, plus any Reasonable Interest awarded.
C.

Reasonable Interest

If the Net Available Fair Fund exceeds the amount necessary to pay all Eligible Claimants their
Recognized Loss (minus any Prior Recovery) in full, the Fund Administrator, in consultation with the
Commission staff, may include interest in the distribution amount to compensate for the time value of
money. Reasonable Interest will be calculated using the Short-term Applicable Federal Rate plus three
percent (3%), compounded quarterly from the end of the Relevant Period through the approximate date
of the disbursement of the funds. If there are insufficient funds to pay Reasonable Interest in full to all
Eligible Claimants, Reasonable Interest will be awarded on a pro-rata basis from the excess funds.

2

D.

Minimum Distribution Amount

The Minimum Distribution Amount will be $20.00. An Eligible Claimant whose
distribution amount is less than the Minimum Distribution Amount will be deemed ineligible and
his, her, or its distribution amount may be reallocated on a pro-rata basis to Eligible Claimants
whose distribution amounts are greater than or equal to $20.00 and who are determined to be
Payees.
E.

Payee and Distribution Payment

An Eligible Claimant whose Recognized Loss calculates, in accordance with the Plan of
Allocation, to a distribution amount equal to or greater than $20.00 (inclusive of Reasonable
Interest, if applicable) and who is not an Excluded Party under paragraph 13(h) of the Plan will
be deemed a Payee, and will receive a Distribution Payment equal to his, her, or its calculated
distribution amount.

3

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae398043bebc5d488. Public record. Not legal advice.