Exhibit 10.19

Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

Grayscale ‎Investments, LLC
‎‎290 Harbor Dr 4th Fl ‎
Stamford, CT 06902‎

June 25, 2024‎

Michael Sonnenshein
[***] ‎

Dear Michael:‎

This confidential agreement (this “Agreement”) sets forth our mutual agreement‎ concerning the termination of your employment from Grayscale Investments, LLC (the ‎‎“Company,” and together with its current, past and future subsidiaries and affiliates, the ‎‎“Company Group”).‎

‎Termination. Effective as of May 16, 2024 (the “Effective Date”), your ‎employment with the Company Group and your position as Chief Executive Officer of ‎the Company and a member of the Board of Directors of the Company (the “Board”) ‎terminated. Effective as of the Effective Date, you resigned from all other officer, ‎director and other positions that you hold with the Company Group. You agree that you ‎will cooperate with the Company Group to make any such resignations effective. On and ‎after the Effective Date, you will not represent yourself as being an employee, officer, ‎director, agent or representative of the Company Group. Without limiting the foregoing, ‎you will cooperate in good faith with the Company to effect an orderly transition, ‎including cooperating with the Company to cancel or transition to another designated ‎Company employee, any scheduled Company meetings or speaking engagements or other ‎events on behalf of the Company.‎

‎Equity Holdings. As of the date of this Agreement, you represent and warrant ‎that (i) Exhibit A hereto sets forth a complete and accurate list of your holdings of shares ‎of Class B common stock (“Class B Shares”) of Digital Currency Group, Inc. (“DCG”), ‎stock options to purchase Class B Shares and stock appreciation rights with respect to Class ‎B Shares, and the vesting status of such shares and awards (together, the “DCG ‎Equity”), and (ii) such DCG Equity holdings set forth on Exhibit A represent all ‎outstanding equity securities of DCG, the Company and their respective affiliates that ‎you hold or otherwise have the right to acquire. As shown on Exhibit A, your DCG ‎Equity includes an additional grant of options to purchase Class B Shares in respect of the ‎‎2023 fiscal year, made immediately prior to your termination.‎

‎Termination Payments. Subject to your execution of this Agreement and ‎compliance with your obligations under this Agreement, and in consideration of the

‎covenants incorporated herein and the waiver and release set forth below, you will be ‎entitled to the following:‎

(a)

‎Severance. You will receive the following severance payments and ‎benefits, in each case less applicable tax withholdings:‎

(i)

‎An amount in cash, payable by wire or direct deposit to ‎the bank account information on file with the Company, equal to ‎‎$2,500,000, payable as soon as practicable within 10 business days after ‎the one-year anniversary of the Effective Date; and

(ii)

‎a supplemental health and welfare payment of $78,145.02, ‎payable on or within 10 business days of the date of this Agreement, which ‎may, among other things, be used to pay for coverage under the applicable ‎provisions of the Consolidated Omnibus Budget Reconciliation Act ‎‎(“COBRA”) after the Effective Date.‎

(b)

‎DCG Equity. In addition, the Company will cause DCG to ‎provide, and DCG shall provide, for the following treatment of your outstanding ‎DCG Equity will be treated as follows:‎

(i)

‎You will receive credit for one additional year of vesting in ‎respect of your unvested DCG Equity, as shown in Exhibit A. Any such ‎DCG Equity interests that are unvested as of the Effective Date and have ‎not vested in accordance with the preceding sentence shall be ‎immediately cancelled and forfeited in their entirety for no consideration.‎

(ii)

‎Within 10 business days after the date of this Agreement, ‎the DCG Equity designated as First Tranche Repurchased Equity in Exhibit ‎A shall be repurchased by DCG based on the fair market value of the ‎Class B Common Stock of DCG as of the date of this Agreement, which ‎the board of directors of DCG (the “DCG Board”) has determined ‎reasonably and in good faith is the amount set forth in Exhibit A, less any ‎applicable exercise or strike price.‎

(iii)

‎Within 10 business days after the date of this Agreement, ‎the DCG Equity designated as Second Tranche Repurchased Equity in ‎Exhibit A shall be repurchased by DCG based on the fair market value of ‎the Class B Common Stock of DCG as of the date of this Agreement, ‎which the DCG Board has determined reasonably and in good faith is the ‎amount set forth in Exhibit A; provided, however, that the payment of the ‎purchase price for the Second Tranche Repurchased Equity shall not be ‎paid until the first anniversary of the Effective Date (the “Deferred ‎Repurchase Payment Date”), and such payment shall be without interest ‎and subject to your continued compliance with this Agreement.‎

(iv)

‎Any of your vested DCG Equity that is not repurchased ‎pursuant to clauses (ii) and (iii) above (the “Remaining DCG Equity”)

‎shall remain outstanding in accordance with its original terms; provided, ‎however, that:‎

(A)

‎With respect to any Remaining DCG Equity ‎that is a stock option (as designated on Exhibit A), the term of ‎such stock option shall be extended to the original expiration date that ‎would have applied had your employment not terminated, and ‎may be exercised at any time on a cashless basis net of both the ‎applicable exercise price and any taxes due. In addition, the ‎Company acknowledges and agrees that you have elected to net ‎exercise those stock options as designated in Exhibit A.‎

(B)

Any Remaining DCG Equity that is a stock ‎appreciation right shall be settled net of all tax withholding in ‎shares of common stock on or within 10 business days following ‎the date of this Agreement;‎

(C)

‎DCG will provide you with the opportunity to ‎require DCG to repurchase all or a portion of such Remaining ‎DCG Equity, with an aggregate Fair Market Value (as defined in ‎Exhibit B) upon a Grayscale Liquidity Event (as defined in Exhibit ‎B), in accordance with the procedures set forth in Exhibit B; ‎provided that if the Grayscale Liquidity Event is an IPO of the ‎Company, then the maximum aggregate amount of Remaining ‎DCG Equity that you may require DCG to repurchase will be ‎limited to $1,000,000; and

(D)

‎DCG will have the right to repurchase all or a ‎portion of the Remaining DCG Equity at any time after the date ‎of this Agreement in accordance with the procedures set forth in ‎Exhibit B.‎

(E)

‎Notwithstanding anything to the contrary in the ‎DCG, Inc 2016 Stock Option and Grant Plan, award agreements or ‎other documents applicable for the Remaining DCG Equity (the ‎‎“Stock Documents”), upon a Sale Event (as defined in the Stock ‎Documents), any Remaining DCG Equity shall not terminate or be ‎cancelled without full payment equal to the Fair Market Value of ‎each share of stock less the applicable exercise price and any taxes ‎due; provided that such payment may be made in cash or any other ‎consideration received by shareholders of DCG in connection with ‎such Sale Event and will be subject to any earnouts, deferred ‎payment schedules or other contingent payment terms as apply to ‎other shareholders of DCG.‎

(c)

‎Genesis Claims. With respect to any claims you have against ‎Genesis Global Capital, LLC (“GGC”) in GGC’s chapter 11 bankruptcy case

‎arising out of any cash and/or digital assets you deposited with GGC, to the ‎extent the Company makes the determination in its sole discretion to provide any ‎consideration to its or its subsidiaries’ or affiliates’ employees on account of any ‎cash and/or digital assets such employees deposited with GGC, you shall be entitled ‎to receive the same consideration you would have as if you were still a current employee. Notwithstanding anything contained herein and for the avoidance of ‎doubt, you shall not have any claim or cause of action against the Company or its ‎affiliates to the extent the Company does not provide for any consideration to its ‎or its subsidiaries’ or affiliates’ employees, which shall remain in the Company’s ‎full and sole discretion.‎

‎Business Expenses. As promptly as practicable after the date of this ‎Agreement, the Company will pay you any unreimbursed business expenses incurred ‎through the Effective Date to which you are entitled pursuant to the Company’s expense ‎reimbursement policies.‎

‎No Other Compensation or Benefits. Except as otherwise specifically ‎provided herein or as required by COBRA or other applicable law, you will not be ‎entitled to any compensation or benefits or to participate in any past, present or future ‎employee benefit programs or arrangements of the Company Group on or after the ‎Effective Date. You hereby acknowledge and represent that, other than the amounts set ‎forth in this Agreement, the Company has provided or paid all wages, fees, reimbursable ‎expenses, and/or any and all other benefits and compensation due to you. For the ‎avoidance of doubt, you shall be solely responsible for paying the full cost of the monthly ‎premiums for COBRA coverage.‎

‎Restrictive Covenants.‎

(a)

‎Confidential Information.‎

(i)

‎Non-Disclosure. Subject to the employee protections set ‎forth in Section ‎10 of this Agreement, you agree to (A) treat all ‎Confidential Information (as defined below) as strictly confidential and (B) ‎not (except to the extent required by an order of a court having competent ‎jurisdiction or under subpoena from an appropriate government agency) ‎disclose publicly or to any third party, whether during or at any time after ‎your employment with the Company, any Confidential Information unless ‎such information has been previously disclosed to the public by the ‎Company Group or has become public knowledge through no direct or ‎indirect fault of you or any person acting on your behalf; provided, however, ‎that the provisions of this Section ‎6(a) will not prohibit: (I) disclosure to ‎your legal or financial advisors, so long as such advisor(s) are bound to ‎keep such information private and confidential; or (II) any disclosure made ‎in connection with the enforcement of any right or remedy relating to this ‎Agreement. For the avoidance of doubt, you understand that your ‎obligations under this Agreement with regard to Confidential Information ‎commences immediately on your first having access to such Confidential

‎Information (including during employment with the Company or any of its ‎predecessors or affiliates prior to the Effective Date) and shall continue ‎during and after your employment with the Company until such time as ‎such Confidential Information has become public knowledge other than as a result of the direct or indirect fault of you or any person acting on your ‎behalf.‎

(ii)

‎Definition. For purposes of this agreement, “Confidential ‎Information” means proprietary information (including but not limited to ‎trade secrets) concerning the business of Company Group, which may ‎include information and/or documents relating to Company Group’s ‎business plans and practices, reports, costs, revenues, profits, client or ‎customer information, client or supplier lists, investor information, key ‎personnel, operational methods, plans for future developments, business ‎affairs and methods, sales and marketing data, pricing strategy and ‎techniques, management, finances, databases, investment planning, ‎algorithms, formulae, cryptocurrency technology and methodology ‎‎(including but not limited to mining, staking, and blockchain), trademarks, ‎copyrights, patents, publications, writings or other materials, designs, ‎graphics, processes, models and systems, technology, codes, technical and ‎software programming information, computer systems and access ‎information, information furnished to the Company Group by third parties, ‎legal issues, affiliates, or other information not generally known or ‎available to the public, including, without limitation, to information ‎conceived or developed by you.‎

(b)

‎Non-Competition. During your employment and for a period of 12 ‎months following the Effective Date, you agree not to, directly or indirectly, in ‎the United States or elsewhere where the Company or any of its subsidiaries is ‎engaged in business (the “Restricted Area”), on your own behalf or on the behalf ‎of another (including as a shareholder, member, partner, joint venturer or investor ‎of another person) engage in, control, advise, manage, serve as a director, officer ‎or employee of, act as a consultant to or contractor or other agent for, receive any ‎economic benefit from or exert any influence upon, any business or activity that ‎competes, directly or indirectly, with any other material business conducted by ‎Company or any of its subsidiaries while you were employed by the Company, ‎including, without limitation, (i) any digital asset or digital currency asset ‎management business, or any business involved in the creation or management of ‎digital asset investment products, and (ii) any other material business engaged in ‎by the Company or any of its subsidiaries with which you had substantial ‎managerial responsibility (each, a “Competitive Business”) or invest or own any ‎interest publicly or privately in any Competitive Business. Notwithstanding the ‎foregoing, the restrictions in this Section ‎6(b) shall not prohibit (A) you from ‎serving as an employee, consultant, or other person performing similar ‎responsibilities for the Company or any affiliate of the Company; (B) engaging in ‎any capacity whether as an employee, consultant or other person performing ‎services in investment banking for businesses in the crypto-currency industry that ‎are not engaged in digital asset

management, (C) the ownership by you or any of ‎your affiliates of capital stock or other equity interests of any entity whose ‎securities are listed on a national securities exchange or traded in the over-the-‎counter markets so long as (I) you, together with your affiliates, and any member ‎of a group in which you or any of your affiliates is a party, do not own more than 5% of the outstanding voting ‎power of such entity and (II) such capital stock or other equity interests of such ‎entity are held solely as a passive investment, or (III) passive investment in any ‎fund or pool investment vehicle or account. Anything herein to the contrary ‎notwithstanding, you shall not be precluded from engaging in any capacity for an ‎entity that has multiple business units (“Diversified Enterprise”) including a ‎business unit which involves a Competitive Business so long as (x) you do not ‎provide any services to the Competitive Business unit and (y) the Competitive ‎Business unit’s revenues are less than 10% of the Diversified Enterprise’s ‎revenues.‎

(c)

‎Non-Solicitation. During your employment and for a period of 24 ‎months following the Effective Date, you agree not to, directly or indirectly, in ‎the Restricted Area, on your own behalf or on the behalf of another (including as ‎a shareholder, member, partner, joint venturer or investor of another person):‎

(i)

‎solicit, divert or attempt to solicit or divert any person ‎who as of the Effective Date, is or was, within the one-year period prior ‎to the Effective Date, a customer, client, supplier, or licensee of the ‎Company or any of their subsidiaries, (each, a “Company Customer”), ‎for the purpose of engaging in, offering, purchasing, procuring, providing ‎or selling goods or services competitive with those provided by the ‎Company or any of its subsidiaries, or attempt in any manner to persuade ‎any such Company Customer to cease to do business or to reduce the ‎amount of business which any such Company Customer has customarily ‎done or contemplates doing with the Company or any of its subsidiaries;‎

(ii)

‎hire, employ, engage or solicit for employment or services ‎‎(either on a full time or part time basis, or in a consultancy or other non- ‎employee role) any Covered Employee (as defined below); provided that ‎the term “solicit for employment or services” as used in this clause (ii) shall ‎not be deemed to include (A) generalized searches for employees through ‎media advertisements of general circulation, employment search firms, ‎open job fairs or otherwise, including general advertisements or social ‎media announcements that may be targeted to a particular geographic or ‎technical area but are not targeted specifically towards employees of the ‎Company or its subsidiaries; or (B) actions taken by any person or entity ‎with which you are associated if you are not personally involved in any ‎manner in the matter and have not identified such employee of the ‎Company or any of its Affiliates for soliciting or hiring; or

(iii)

‎encourage or induce any officer, employee, consultant or ‎representative of the Company or any of its subsidiaries as of the ‎Effective

Date to leave his or her employment or service relationship the ‎Company and its subsidiaries.‎

‎“Covered Employee” means any officer or employee of the Company or ‎any of its subsidiaries who (i) was employed or engaged by the Company or any of its subsidiaries as of or within the 12 months prior to the Effective ‎Date and (ii) was so employed or engaged as of the date of the relevant ‎hiring, employment, engagement or solicitation for employment or ‎services, or within the 12-month period immediately preceding such date.‎

(d)

‎Nondisparagement. Subject to the employee protections set forth in ‎Section ‎10 of this Agreement, you agree that during your employment with the ‎Company Group and at all times thereafter, you will not, and you will not cause or ‎encourage any other person or entity to, issue, circulate, publish or utter any false ‎or disparaging statements, remarks or rumors about the Company, DCG, or any ‎other member of the Company Group, their business, products, or any of their ‎officers, directors, employees, or shareholders, including, without limitation, ‎through written, audio, television or other video publications or interviews, internet ‎posts, email or messaging accounts, social media accounts and/or other postings, ‎publications or forums. The foregoing shall not be violated by you making or ‎publishing truthful statements (A) when required by law, subpoena, or court order,‎ ‎(B) in the course of any legal, arbitral, or regulatory proceeding, (C) to any ‎governmental authority, regulatory agency or self-regulatory organization, ‎including as set forth in Section ‎10 of this Agreement, (D) in connection with any ‎investigation by the Company Group, (E) in defense of disparaging statements ‎made by any Released Party about you, or (F) where a prohibition or limitation on ‎such communication is unlawful.‎

(e)

‎Reformation; Specific Performance.‎

(i)

‎If any provision of this Section ‎6 is determined by a court ‎of competent jurisdiction not to be enforceable in the manner set forth in ‎this Agreement, the Company and you agree that it is the intention of the ‎parties that such provision should be enforceable to the maximum extent ‎possible under applicable law and that such court shall reform such ‎provision to make it enforceable in accordance with the intent of the parties.‎

(ii)

‎You acknowledge that a material part of the inducement ‎for the Company to provide the compensation and benefits provided herein ‎are the covenants set forth in this Section ‎6, that such covenants relate to ‎special, unique and extraordinary matters and that a violation of any of such ‎covenants will cause the Company irreparable injury for which adequate ‎remedies are not available at law. Therefore, you agree that if you breach ‎any of such covenants, the Company shall be entitled to seek an injunction, ‎restraining order or such other equitable relief (without the requirement to ‎post a bond) restraining you from committing any violation of such ‎covenants, and the Company shall have no further obligations to pay you

‎any compensation or benefits otherwise payable hereunder. The remedies ‎in the preceding sentence are cumulative and are in addition to any other ‎rights and remedies the Company may have at law or in equity as an ‎arbitrator (or court) reasonably determines.‎

‎Cooperation. Subject to the employee protections set forth in Section ‎10 of ‎this Agreement, following the Effective Date, you agree to cooperate reasonably with ‎and provide truthful information to the Company, DCG and each other member of the ‎Company Group and each of their respective direct or indirect subsidiaries and affiliates ‎‎(including its and their outside counsel) in connection with (a) the contemplation, ‎prosecution and defense of all phases of existing, past and future litigation about which ‎the Company reasonably believes you may have knowledge or information relevant ‎thereto; and (b) responding to requests for information from regulatory agencies or other ‎governmental authorities concerning matters on which you worked, for which you were ‎responsible during the course of your employment with the Company, or about which you ‎have relevant knowledge (together, the “Cooperation Services”). You further agree to ‎make yourself available to provide Cooperation Services at mutually convenient times ‎during and outside of regular business hours as reasonably requested by the Company’s ‎counsel. Subject to the employee protections set forth in Section ‎10 of this Agreement, you ‎further agree that, in the event you are subpoenaed by any person or entity (including, but ‎not limited to, any government agency) to give testimony (in a deposition, court proceeding ‎or otherwise) or provide documentation which in any way relates to your employment by ‎or services to the Company, you will give prompt notice of such request to the Company ‎or its counsel and unless compelled by law, in your reasonable determination, you will ‎make no disclosure until the Company has had a reasonable opportunity to contest the right ‎of the requesting person or entity to such disclosure. The Company shall not utilize this ‎Section ‎7 to require you to make yourself available to an extent that would unreasonably ‎interfere with your employment or other business or personal responsibilities. Cooperation ‎Services include, without limitation, appearing without the necessity of a subpoena to ‎testify truthfully in any legal proceedings in which the Company or an affiliate calls you ‎as a witness. The Company shall reimburse you for all costs and travel expenses you incur ‎in connection with the Cooperation Services, including to the extent that you deem ‎necessary or desirable to be represented by your individual counsel, the cost of such ‎attorneys’ fees, that you incur due to your performance of Cooperation Services, after ‎receipt of appropriate documentation.‎

‎Confidentiality of this Agreement. Subject to the employee protections set ‎forth in Section ‎‎10 of this Agreement, you agree that, except for the disclosure of your ‎obligations under Section ‎6 to a new employer or business affiliation, and except to enforce ‎the terms of this Agreement or as may be required by applicable law or legal process, you ‎will not disclose the terms of this Agreement to any person other than your accountants, ‎financial advisors, attorneys or spouse; provided that such accountants, financial advisors, ‎attorneys and spouse agree not to disclose the terms of this Agreement to any other ‎person or entity.‎

‎Return of Property. Subject to the employee protections set forth in ‎Section ‎10 of this Agreement, no later than 7 days following the date of this Agreement, ‎you will

deliver to the Company (or, if requested by any member of the Company Group, ‎destroy) all property made available to you in connection with your employment or service ‎by any member of the Company Group, including, without limitation, any and all ‎memoranda, books, records, customer lists, notebooks, electronic devices, credit cards,‎ files, papers, plans, information, letters and other data, and all copies thereof or therefrom, ‎in any way relating to the business of any member of the Company Group.‎

10.

‎Employee Protections. You acknowledge that:‎

(a)

‎You have the right under federal law to certain protections for ‎cooperating with or reporting legal violations to the Securities Exchange ‎Commission (the “SEC”) and/or its Office of the Whistleblower, as well as certain ‎other governmental entities and self-regulatory organizations. As such, nothing in ‎this Agreement or otherwise is intended to prohibit you from disclosing this ‎Agreement to, or from cooperating with or reporting violations of federal, state or ‎local law or regulation that have occurred, are occurring, or are about to occur to ‎the SEC or any other such governmental entity or self-regulatory organization. You ‎do not need the prior authorization of any member of the Company Group to make ‎any such reports or disclosures, and you shall not be required to notify any member ‎of the Company Group that such reports or disclosures have been made. No ‎member of the Company Group may retaliate against you for any of these activities, ‎and nothing in this Agreement or otherwise requires you to waive any monetary ‎award or other payment that you might become entitled to from the SEC or any ‎other governmental entity. Moreover, nothing in this Agreement or otherwise ‎prohibits you from notifying the Company that you are going to make, or have ‎made, a report or disclosure to the SEC or any other such governmental entity or ‎self-regulatory organization.‎

(b)

‎Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto ‎acknowledge and agree that you shall not have criminal or civil liability under any ‎Federal or State trade secret law for the disclosure of a trade secret that (i) is ‎made ‎(A) in confidence to a Federal, State, or local government official, either directly or ‎indirectly, or to an attorney and (B) solely for the purpose of reporting or ‎investigating a suspected violation of law; or (ii) is made in a complaint or other ‎document filed in a lawsuit or other proceeding, if such filing is made under seal. ‎In addition, if you file a lawsuit for retaliation by any member of the Company ‎Group for reporting a suspected violation of law, you may disclose the trade secret ‎to your attorney and may use the trade secret information in the court proceeding, ‎if you (I) file any document containing the trade secret under seal and (II) do not ‎disclose the trade secret, except pursuant to court order.‎

11.

‎Release.‎

(a)

‎General Release. Subject to the employee protections set forth in ‎Section ‎10 of this Agreement, in consideration of the Company’s obligations under ‎this Agreement and for other valuable consideration, you, your successors, ‎administrators, heirs and assigns (the “Releasors”) hereby release and forever

‎discharge the Company, DCG, each other member of the Company Group and each ‎of their respective direct or indirect subsidiaries and affiliates, any of their direct ‎or indirect shareholders, officers, employees, directors, managers, employees, ‎attorneys, administrators, benefit plans, plan administrators, insurers, trustees,‎ divisions, agents and predecessor and successor corporations or assigns ‎‎(collectively, the “Released Parties”) from any and all claims, actions and causes ‎of action (collectively, “Claims”), including, without limitation, any Claims arising ‎under (A) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), ‎‎922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act ‎‎(the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C.‎ § 5567(a) but excluding from this release any right you may have to receive a ‎monetary award from the SEC as an SEC Whistleblower, pursuant to the bounty ‎provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-‎‎(g), or directly from any other federal or state agency pursuant to a similar program, ‎‎(B) any applicable federal, state, local or foreign law, that the Releasors may have, ‎or in the future may possess arising out of (I) your employment or consulting ‎relationship with and service as a director, employee, officer, consultant or manager ‎of the Company or any other member of the Company Group, and the termination ‎of such relationship, or (II) any other event, condition, circumstance or obligation ‎that occurred, existed or arose on or prior to the date hereof, (C) any and all claims ‎for attorneys’ fees and costs, and/or (D) any claim for any loss, cost, damage, or ‎expense arising out of any dispute over the non-withholding or other tax treatment ‎of any of the proceeds received by you as a result of this Agreement; provided, ‎however, that the release set forth in this Section ‎11(a) will not apply to (i) the ‎obligations of the Company and DCG under this Agreement, (ii) your rights as an ‎equity holder of DCG, (iii) the obligations of the Company to continue to provide ‎director and officer indemnification to you as provided in the governing documents ‎of the Company and the Indemnification Agreement between the Company and ‎you dated June 30, 2023 (the “Indemnification Agreement”), and (iv) claims you ‎have against GGC in its chapter 11 bankruptcy case as a creditor or depositor.‎

(b)

‎Representation. Subject to the employee protections set forth in ‎Section ‎10 of this Agreement, you hereby represent that you have not instituted, ‎assisted or otherwise participated in connection with, any action, complaint, claim, ‎charge, grievance, arbitration, lawsuit or administrative agency proceeding, or ‎action at law or otherwise against any of the Released Parties.‎

(c)

Full Satisfaction. You agree that the benefits described in this ‎Agreement will be in full satisfaction of any and all claims for payments or benefits, ‎whether express or implied, that you may have against the Company or any other ‎member of the Company Group arising out of your employment or consulting ‎relationship, your service as a director, employee, officer, consultant or manager of ‎the Company or any other member of the Company Group and the termination ‎thereof.‎

12.

‎Claim or Breach. In the event that you (a) file any charge, claim, demand, ‎action or arbitration with regard to your employment, compensation or termination of

‎employment under any federal, state, local or foreign law, or an arbitration under any ‎industry regulatory entity, except in either case for a claim for breach of this Agreement or ‎failure to honor the obligations set forth herein or (b) breach any of the covenants contained ‎in or incorporated into this Agreement, you will forfeit the right to receive, or will be required to repay, any payments or provide any benefits provided pursuant to Section ‎3(a) ‎or ‎3(b) of this Agreement.‎

13.

‎No Admission of Liability. You understand and acknowledge that this ‎Agreement constitutes a compromise and settlement of any and all actual or potential ‎disputed claims by you, except with respect to the employee protections set forth in ‎Section ‎10 of this Agreement. No action taken by the Released Parties hereto, either ‎previously or in connection with this Agreement, shall be deemed or construed to be (a) ‎an admission of the truth or falsity of any actual or potential claims or (b) an ‎acknowledgment or admission by any Released Party of any fault or liability whatsoever ‎to you or to any third party. Nothing in this Agreement shall be construed as an admission ‎by the Company of any wrongdoing, liability, or noncompliance with any federal, state, ‎city, or local rule, ordinance, statute, common law, or other legal obligation.‎

14.

‎Miscellaneous.‎

(a)

‎Entire Agreement. This Agreement sets forth the entire agreement ‎and understanding of the parties hereto with respect to the matters covered hereby ‎and supersedes and replaces any express or implied prior agreement with respect to ‎the terms of your employment and the termination thereof which you may have had ‎with the Company Group (including, without limitation, your applicable DCG ‎Equity award agreements, except as expressly set forth herein), except that the ‎Indemnification Agreement will continue in effect in accordance with its terms. ‎This Agreement may be amended only by a written document signed by the parties ‎hereto.‎

(b)

‎Governing Law. Subject to the employee protections set forth in ‎Section ‎10 of this Agreement, this Agreement will be governed by, and construed ‎in accordance with, the laws of the State of Connecticut (determined without ‎regard to the choice of law provisions thereof or the choice of law provisions of ‎any other jurisdiction that would cause the application of any other law than that ‎of the State of Connecticut). Any dispute concerning or pertaining to this ‎Agreement or the claimed breach of this Agreement and/or your employment shall ‎take place only in state or federal court in the proper jurisdiction in Connecticut. ‎The parties hereby irrevocably submit to the exclusive jurisdiction of such courts ‎and waive the defense of inconvenient forum to the maintenance of any such ‎action or proceeding in such venue. EACH OF THE PARTIES HERETO ‎HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL ‎BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR ‎RELATED TO THIS AGREEMENT OR THE TRANSACTIONS ‎CONTEMPLATED HEREBY.‎

(c)

‎Withholding. Any payments made to you under this Agreement will ‎be reduced by any applicable withholding taxes or other amounts required to be ‎withheld by law or contract.‎

(d)

‎Voluntary Assent. You affirm that you have read this Agreement, ‎and understand all of its terms, including the full and final release of claims set forth in Section ‎11 of this Agreement. You further acknowledge that you have ‎voluntarily entered into this Agreement; that you have not relied upon any ‎representation or statement, written or oral, not set forth in this Agreement; that ‎the only consideration for signing this Agreement is as set forth herein; and that ‎this document gives you the opportunity and encourages you to have this ‎Agreement reviewed by your attorney and/or tax advisor.‎

(e)

‎Waiver and Amendment. Any waiver, alteration, amendment, or ‎modification of any of the terms of this Agreement will be valid only if made in ‎writing and signed by each of the parties hereto. No waiver by either of the parties ‎hereto of their rights hereunder will be deemed to constitute a waiver with respect ‎to any subsequent occurrences or transactions hereunder unless such waiver ‎specifically states that it is to be construed as a continuing waiver.‎

(f)

‎Severability. In the event that any provision of this Agreement is ‎held to be invalid, illegal or unenforceable, the validity, legality and enforceability ‎of the remainder of this Agreement will not in any way be affected or impaired ‎thereby. If any provision of this Agreement is held to be excessively broad as to ‎duration, activity or subject, such provision will be construed by limiting and ‎reducing it so as to be enforceable to the maximum extent allowed by applicable ‎law.‎

(g)

‎Counterparts. This Agreement may be executed in one or more ‎counterparts, which together will constitute one and the same agreement.‎

(h)

‎Successors and Assigns. This Agreement shall inure to the benefit ‎of and be binding upon the Company, its successors and assigns and shall inure to ‎the benefit of and be binding upon you and your legal representatives and heirs.‎

(i)

‎Notices. Every notice or other communication relating to this ‎Agreement will be in writing, and will be mailed to or delivered to the party for ‎whom or which it is intended at such address as may from time to time be ‎designated by it in a notice mailed or delivered to the other party as herein provided; ‎provided that, unless and until some other address be so designated, all notices and ‎communications by you to the Company will be mailed or delivered to the ‎Company at its principal executive office, and all notices and communications by ‎the Company to you may be given to you personally or may be mailed to you at ‎your last known address, as reflected in the Company’s records. Any notice so ‎addressed will be deemed to be given or received (a) if delivered by hand, on the ‎date of such delivery, (b) if mailed by courier or by overnight mail, on the first

‎business day following the date of such mailing, and (c) if mailed by registered or ‎certified mail, on the third business day after the date of such mailing.‎

‎[Signature Page Follows]‎


GRAYSCALE INVESTMENTS, LLC
By:	/s/ Mark Shifke
	Name: Mark Shifke
	Title: Chair of the Board of Directors

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS ‎AGREEMENT, THAT YOU FULLY KNOW, UNDERSTAND AND ‎APPRECIATE ITS CONTENTS, AND THAT YOU HEREBY ENTER INTO ‎THIS AGREEMENT VOLUNTARILY AND OF YOUR OWN FREE WILL.‎


ACCEPTED AND AGREED:‎
/s/ Michael Sonnenshein
Michael Sonnenshein

Solely with respect to Section 3(b):‎

ACCEPTED AND AGREED by its authorized ‎officer:


DIGITAL CURRENCY GROUP, INC.‎
/s/ Mark Shifke
Name:	Mark Shifke
Title:	Chief Financial Officer

EXHIBIT B


‎1.‎	Definitions.‎ (a)‎	‎ “Cash Liquidity Event” in respect of the Company shall occur upon the ‎consummation of a transaction, or series of related transactions, pursuant to ‎which one or more persons or group of persons (other than DCG or any other ‎affiliate of the Company or any employee benefit plan thereof) acquires or ‎becomes the beneficial owner, directly or indirectly, of (a) voting equity of the ‎Company possessing the power to vote more than 50% of the voting equity of ‎the Company (whether such transaction is effected by merger, consolidation, ‎recapitalization, sale or transfer of the Company’s equity or otherwise), or (b) ‎all or substantially all of the assets of the Company and its subsidiaries; ‎provided that, in all cases, such transactions will only constitute a Cash ‎Liquidity Event if they result in (i) DCG (or any of its affiliates) ceasing to have ‎the power (whether by ownership of voting securities, contractual rights or ‎otherwise) collectively to elect a majority of the Board and (ii) DCG receiving ‎cash proceeds in respect of its sale of equity interests in the transaction.‎
‎	‎(b)‎	‎“Grayscale Liquidity Event” means the consummation of any of the following:‎ ‎(i)‎ an IPO (as defined below), or (ii) a “Cash Liquidity Event” (as defined ‎above).‎
	(c)‎	‎“Fair Market Value” means the fair market value of a share of Class B ‎Common Stock of DCG as of the date of determination, as determined by the ‎DCG Board in good faith based on a valuation method not inconsistent with ‎Section 409A of the Internal Revenue Code and any regulations or other ‎guidance issued thereunder.‎
‎	(d)‎	‎“IPO” means the consummation of a registered underwritten initial public ‎offering of the Company (or any holding company or similar entity formed for ‎the purpose of an initial public offering of the Company).‎
‎	(e)‎	‎“Repurchase Date” means the closing date of the repurchase of any DCG ‎Equity pursuant to the Put Right or the Call Right.‎
‎	‎(f)‎	‎“Repurchase Price” in respect of any DCG Equity means the Fair Market ‎Value of the shares underlying such DCG Equity as of the date of repurchase, ‎less any applicable exercise or strike price.‎
‎2.‎	Liquidity Event Put Right; DCG Call Right.‎
	‎(a)‎	You may exercise your right to require DCG to repurchase all or a portion of ‎your Remaining DCG Equity, (which, in the case of an


		IPO, shall be limited to ‎an amount of Remaining DCG Equity with an aggregate Fair Market Value of ‎up to $1,000,000) (the “Put Right”), by delivering written notice to DCG on or ‎before the last day of the 90-day period following a Grayscale Liquidity ‎Event (the “Put Right Notice Period”) in accordance with the notice ‎procedures set forth in Section ‎14(i) of this Agreement (such notice, the “Put Notice”), which ‎such Put Notice shall set forth the type or types of DCG Equity that you desire ‎to be purchased by DCG and the desired aggregate Repurchase Price that you ‎want to receive. Notwithstanding the foregoing, in the event that Grayscale ‎Liquidity Event is triggered as a result of an IPO, your “Put Right” shall be ‎applicable for an amount of DCG Equity up to $1,000,000. Upon receipt of a ‎Put Notice within the Put Right Notice Period, DCG shall deliver written notice ‎to you, in accordance with the notice procedures set forth in Section ‎14(i) of ‎this Agreement, as soon as practicable thereafter, but no later than 30 days ‎following the date of receipt of the Put Notice, setting forth: (i) the aggregate ‎Repurchase Price, (ii) amount of each type of DCG Equity that may be ‎repurchased for the Repurchase Price and (iii) the Repurchase Date, which shall ‎be no later than 30 days following receipt of the Put Notice. DCG will cooperate ‎in good faith with you to finalize the number and type of DCG Equity that ‎will be repurchased pursuant to the Put Right in light of the then-current Fair ‎Market Value. The consummation of the repurchase pursuant to your exercise ‎of the Put Right shall occur on the Repurchase Date in accordance with ‎Section 3 below. Notwithstanding anything to the contrary in this Agreement, ‎you shall only be entitled to exercise the Put Right once during the Put Right ‎Notice Period occurring in connection with the first Grayscale Liquidity Event ‎to occur, and after the expiration of such Put Right Notice Period, your Put ‎Right shall terminate.‎
‎	(b)‎	DCG may exercise its right to repurchase all or any portion of your Remaining ‎DCG Equity (the “Call Right”) by delivering written notice to you at any ‎time (the “Call Notice”), which specifies: (i) the number and type of DCG ‎Equity to be purchased by DCG; (ii) the Repurchase Price; and (iii) the ‎Repurchase Date, which will be no later than 30 days after the Call Notice. ‎The consummation of the repurchase pursuant to DCG’s exercise of the Call ‎Right shall occur on the Repurchase Date in accordance with Section 3 of this ‎Exhibit B.‎
‎3.‎		Repurchase Procedures. In connection with the exercise of any Put Right or Call ‎Right, you shall promptly execute and deliver to DCG all documents reasonably ‎requested by DCG to evidence the transfer of the Remaining DCG Equity to DCG, ‎including all certificates evidencing the Remaining DCG Equity so transferred (or ‎affidavits


		with respect to any lost or destroyed certificates (if any)) free and clear of ‎all liens, restrictions, security interests, adverse claims and encumbrances. Subject to ‎your having delivered all of the requested documents and satisfying the conditions ‎set forth in the preceding sentence, the closing of the exercise of any Put Right or ‎Call Right will take place on the Repurchase Date, at which time DCG shall deliver ‎to you the Repurchase Price in cash by check or wire transfer. The Repurchase Price ‎may be subject to reduction and applied as a setoff against any obligation owed by ‎you to the Company or DCG. DCG may withhold from any Repurchase Price ‎amounts of withholding and other taxes required to be withheld by the applicable ‎employment or other tax rules.‎
4.‎	.‎	The Company shall cause DCG to follow the procedures set forth in this Exhibit B

Grayscale Investments, Inc. S-1