ALLOCATION AGREEMENT

ALLOCATION AGREEMENT

This Allocation Agreement (the “Allocation Agreement”) is entered into as of the 31stday of May, 2024 (the “Effective Date”) by and between MicroStrategy Incorporated (“MicroStrategy,” together with its worldwide subsidiaries, the “Company”) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) (together, the “Parties”).

WHEREAS, MicroStrategy and ▇▇▇▇▇▇ are defendants in the action captioned District of Columbia and Tributum, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and MicroStrategy, Inc., currently pending in the Superior Court of the District of Columbia (the “Litigation”);

WHEREAS, the amended complaint in the Litigation alleges that ▇▇▇▇▇▇ failed to pay income taxes allegedly owed to the District of Columbia. The amended complaint further alleges that MicroStrategy facilitated ▇▇▇▇▇▇’▇ alleged scheme in violation of the District of Columbia False Claims Act;

WHEREAS, on April 11, 2024, the Board of Directors of MicroStrategy (the “Board”) established a special committee of the Board consisting of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Litigation Special Committee”);

WHEREAS, the Board delegated to the Litigation Special Committee all powers, rights, authority, and functions of the Board necessary or appropriate to represent MicroStrategy in the Litigation, and to negotiate and approve any settlement of the Litigation, including any settlement payments;

WHEREAS, the District of Columbia, by and through its Office of the Attorney General (“OAG”), MicroStrategy and ▇▇. ▇▇▇▇▇▇ have reached an agreement in principle to settle the Litigation for a payment in the aggregate amount of $40 million (the “Settlement”);

WHEREAS, OAG, MicroStrategy and ▇▇. ▇▇▇▇▇▇ have negotiated the form of consent order attached hereto as Exhibit A memorializing the Settlement;

WHEREAS, ▇▇. ▇▇▇▇▇▇ and MicroStrategy have reached an agreement whereby ▇▇. ▇▇▇▇▇▇ will pay any attorneys’ fees, costs, and expenses that are agreed to with Tributum, LLC (“Tributum”) and/or its counsel or that are ordered by the Court to be paid to Tributum and/or its counsel in connection with the Litigation (the “Fee Payment”);

WHEREAS, MicroStrategy and ▇▇▇▇▇▇ wish to memorialize their respective allocations of the Settlement and Fee Payment.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, MicroStrategy and ▇▇▇▇▇▇ agree as follows:

IN WITNESS WHEREOF, the Parties have executed this Allocation Agreement effective as of the Effective Date.

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MICROSTRATEGY INCORPORATED

on behalf of itself and its worldwide subsidiaries

 

/s/ ▇▇▇▇ ▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇
Title: Senior Executive Vice President & General Counsel

 

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

 

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