Exodus Sues W3C and CEO Garth Howat to Compel $175 Million Acquisition

Crypto wallet firm Exodus Movement filed a lawsuit in Delaware Court of Chancery against W3C and its CEO Garth Howat seeking to compel completion of a $175 million acquisition agreed to on November 24, 2025. Exodus provided $80 million in loans upon signing the stock purchase agreement, with Howat personally receiving $10 million, but the defendants subsequently declared they need not repay the funds. The lawsuit alleges W3C and Howat engaged in fraud including attempting to pilfer money from subsidiaries, backdating government documents, and dismissing boards and executives at W3C's key operating entity in violation of the binding agreement. W3C is the parent company of crypto payment firms Baanx and Monovate, which operated the Crypto Life digital asset card business with partners Mastercard and MetaMask.

Exodus lawsuit to enforce $175 million W3C acquisition

• ▪The Exodus lawsuit was filed in the Delaware Court of Chancery
• ▪JP Richardson is CEO and Co-founder of Exodus
• ▪Exodus gave W3C and Garth Howat $80 million worth of loans upon signing the November 24, 2025 Stock Purchase Agreement
• ▪Garth Howat personally received $10 million from the $80 million in loans Exodus provided upon signing the W3C acquisition agreement
• ▪The Exodus lawsuit seeks to compel Garth Howat to comply with obligations under the November 24, 2025 Stock Purchase Agreement
• ▪Exodus Movement is suing W3C and W3C's chief executive Garth Howat to complete a $175 million acquisition of W3C agreed in November 2025

Allegations of misconduct and breach of agreement

• ▪The Exodus lawsuit alleges Garth Howat and W3C summarily dismissed entire boards of directors of W3C's key operating entity despite being precluded from doing so by the binding agreement
• ▪The Exodus lawsuit alleges Garth Howat and W3C attempted to pilfer millions of dollars from one of W3C's own subsidiaries
• ▪Garth Howat and W3C declared they did not need to repay the $80 million in loans from Exodus, according to the Exodus lawsuit
• ▪The Exodus lawsuit alleges Garth Howat and W3C falsely backdated documents filed with government authorities

Background on W3C's crypto payments business

• ▪Baanx and Monovate were behind the Crypto Life digital asset cards business
• ▪W3C is the parent company of crypto card and payments specialists Baanx and Monovate
• ▪The Crypto Life digital asset cards business worked with Mastercard and MetaMask

Perspective of Exodus Movement

• ▪W3C and Garth Howat violated the binding November 24, 2025 Stock Purchase Agreement through unauthorized corporate governance actions
• ▪Garth Howat and W3C engaged in fraudulent conduct after receiving $80 million from Exodus upon signing the acquisition agreement
• ▪Garth Howat personally benefited $10 million from the acquisition agreement while subsequently refusing to honor its terms

Perspective of W3C and Garth Howat

• ▪W3C dismissed boards of directors and executives of its key operating entity as part of corporate restructuring actions
• ▪W3C and Garth Howat maintain they have no obligation to repay the $80 million received from Exodus under the acquisition agreement