The source record.

Email 1 — July 21, 2026, 2:11 PM
Pearl proposes a discounted sale and offers to close within the week.
From: PLH
To: Justin Leroux
Subject: Re: Pearl Labs Holdings - GRID investment resolution
Hi Justin,
As you stated you were open to other ideas, I want to put a concrete proposal on the table so we can close this out quickly and cleanly.
The original investment was $24,999.77. In the interest of resolving this directly and avoiding a drawn-out process that creates unnecessary friction for both sides, we are willing to make a significant concession and sell the position back for $17,500, representing a 30% discount.
To be clear, this is not meant to open an extended negotiation. This is already a substantial discount and reflects our preference to resolve the matter directly with Grid rather than pursue other paths as mentioned previously.
If that works, I can have a simple agreement drafted right away and we can close this within the week.
Let me know and we’ll get it done.
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Email 2 — July 21, 2026, 10:57 PM
Justin responds the same day, says he would only purchase personally at a discount, and ties timing to GridPlus’s capital raise.
Response gap: approximately 8 hours, 46 minutes
From: Justin Leroux
To: PLH
Subject: Re: Pearl Labs Holdings - GRID investment resolution
Hi,
Thanks for following up. I'm hurrying up with the capital raise materials as best I can, but I'm just not able to accommodate the request until I do.
That said, with a discount I would be open to purchasing the equity myself out of pocket though I'll have to present right of first refusal to shareholders. Still, I need to move forward with the raise to make this reasonable.
I understand there is some urgency to the matter and if I could accommodate the request right away, I would. I hope to get this to a speedy resolution for you and will keep you apprised of updates. Are there any hard deadlines on your side?
- Justin
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Email 3 — August 3, 2026, 3:59 PM
After nearly two weeks, Pearl lowers the price to $15,000 and states it will pursue Grid investors if the private deal does not close.
Gap since Justin’s July 21 response: approximately 12 days, 17 hours
From: PLH
To: Justin Leroux
Subject: Re: Pearl Labs Holdings - GRID investment resolution
Hi Justin,
Following up.
In efforts to get this done now, we’ve decided to come down to $15,000 if we can document and close within a week; by Monday, August. 10th.
That is our final private settlement offer. If we cannot close on that basis, the $15,000 and prior $17,500 offers are off the table, and we will pursue a sale or transfer through Grid’s investors or other relevant parties at the full original investment amount.
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Email 4 — August 3, 2026, 6:03 PM
Justin responds within two hours after Pearl threatens to pursue a sale through Grid investors, says he would be happy to buy at $15,000, ties timing to the raise, and proposes a binding delayed-payment agreement.
Response gap: approximately 2 hours, 4 minutes
From: Justin Leroux
To: PLH
Subject: Re: Pearl Labs Holdings - GRID investment resolution
Hi,
I should have been clearer from the start: I understand and empathize with the situation but I am counting pennies both personally and professionally until I wrap up with the SAFE. Otherwise I would have immediately bought the stock and would be very happy to get it at $15,000. This will probably take till month end, though hopefully sooner.
Two possibilities to help expedite this: I can talk to anchor investors to see if anyone will pick it up at this price right away or we pencil up a binding agreement for a stock buyback with delayed consideration within a specified timeframe. If this helps solve the immediate concern for you and you are OK with the sale proceeds being delayed slightly we could bang this out immediately. I didn't offer this before because I didn't think it would be appealing, but I see how urgent the matter is from your perspective. Also happy to directly reach out to third parties if preferred, though that might take a bit longer to close.
- Justin
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Email 5 — August 9, 2026, 10:19 AM
After almost a week of no response from Justin, Pearl accepts Justin’s structure: binding now, payment later, transfer on payment.
Gap since Justin’s August 3 response: approximately 5 days, 16 hours
From: PLH
To: Justin Leroux
Subject: Re: Following up
Hi Justin,
Following up here,
To make this as easy as possible on your end, I'll have a simple buyback agreement drafted at the $15,000 we discussed and sent over to you by Tuesday — that way there's nothing for you to prepare, and you can just review and sign.
Structure as you proposed: binding now, payment by end of month, shares transferring on payment. If that still works, I'll get it over to you and we can wrap this up quickly.
Appreciate it.
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Email 6 — August 10, 2026, 12:56 AM
Justin agrees to $15,000 again, accepts the “binding now” structure, and requests a September 30 payment deadline.
Response gap: approximately 14 hours, 37 minutes
From: Justin Leroux
To: PLH
Subject: Re: Following up
Hi Josh,
That works, thanks so much. Sorry to hear you're in the midst of this kind of storm. My only concern is a little leeway regarding execution timing. With the roilling SAFE it should be fine this month, but I don't want to create an unneeded pain point for myself. Can we set the deadline for consideration at the close of September?
Thanks,
- Justin
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Email 7 — August 12, 2026
Pearl accepts the September 30 deadline and confirms the deal terms: $15,000, payment by September 30, payment and transfer together.
Gap since Justin’s August 10 response: approximately 2 days
From: PLH
To: Justin Leroux
Hi Justin,
Thanks - we're good to accept the September 30 deadline you mentioned.
It is later than we like, but once we have this signed, we can start the wind-down process on our end, which is really what we're looking for.
I attached a simple agreement reflecting the $15,000 purchase price, payment by September 30, and payment/transfer occurring together at settlement. Please take a look and let me know if the verbiage is okay. If so, you can sign and send it back, and I'll countersign and return the fully executed copy.
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Communication 8 — August 20, 2026
GridPlus personnel say they have been pushing Justin internally every day, and Justin admits he still has not reached out.
Gap since Pearl accepted September 30 deadline: approximately 8 days
Platform: Discord / Direct Messages
Participants: VJ, Justin Leroux, PLH
VJ → Justin Leroux
Hi How's it going, did you reach out to PLH?
Justin Leroux → VJ
I did not yet, I'll hop on it and let you know tonight
VJ → PLH
Hello Josh, I'm really sorry about the situation, believe it or not I've been pushing this internally every single day this week.
I'm not joking:
[Screenshot reflecting VJ asking Justin Leroux whether he reached out to Josh, and Justin responding: “I did not yet, I'll hop on it and let you know tonight.”]
So I'll send this over to Justin internally and make sure you get a response asap.
Sorry this is taking so long.
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August 20 to September 30, 2026
Justin still does not close by the deadline he requested.
Gap from August 20 internal follow-up to September 30 deadline: approximately 41 days
No payment.
No closing.
No transfer mechanics.
No completed transaction.
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Email 9 — September
Justin resurfaces, calls the escalation “strange,” claims he was ready to finalize, and says he was waiting on Pearl.
From: Justin Leroux
To: PLH
Hi Chris,
This is all a bit strange, I haven't heard from Josh in weeks and I got sent a process server and these emails. Ready to finalize something still and waiting on Pearl Labs. A DM would have sufficed.
Signature:
Justin M. Leroux
CEO, GridPlus, Inc.
justin.leroux@gridplus.io
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Email 10 — October
Justin reverses course, denies any obligation, makes legal threats, and misdirects with accusations about Pearl.
From: Justin Leroux
To: PLH
I still don't understand what happened with Pearl Labs, Josh only suggested that it involved a hack, fraud, or scandal, so I'm uncertain why you are panicked and what you are trying to accomplish. Are you currently in some sort of legal trouble? I previously offered to shop the shares to our investor registry, but Josh declined. Now there's the served notice and these bizarre emails.
The email addresses you are sending to, with the exception of Bankless Ventures, do not correspond with our actual investors; I'm not sure where you're sourcing them from.
Can you explain the situation, the panic, and why you are doing all of this instead of just DMing as requested? Josh originally suggested it was because of timing sensitivity in terms of winding the Pearl Labs entity down, but now I'm under the impression there's a desperate need for cash. I have been clear and firm that the timing pertains to my desire not to commit the capital until we raised. Therefore, we floated the option of executing a contract now for consideration at a future date.
If it's a matter of winding things down rather than the capital I can execute a contract to buy back the shares immediately for a nominal amount or revisiting the earlier discussion.
I am again providing the opportunity for a quick resolution. We have zero obligation to buy your shares and continued harassment will result in this being passed to our counsel at Latham & Watkins.
- Justin
Signature:
Justin M. Leroux
CEO, GridPlus, Inc.
justin.leroux@gridplus.io
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Pattern Shown by the Record
Justin responded quickly when Pearl threatened to pursue a sale through Grid investors, but otherwise repeatedly delayed or went silent.
He tied the timing to GridPlus’s capital raise from the beginning, proposed a binding delayed-payment structure, accepted Pearl’s “binding now” formulation, requested a September 30 deadline, then failed to perform by that deadline.
Afterward, he claimed he was “ready to finalize something,” but later denied that any obligation existed. The contradiction is direct: if there was no agreement, there was nothing for him to be “ready to finalize.”
Pearl believes this record supports the conclusion that Justin used the proposed agreement to delay Pearl from contacting GridPlus investors while GridPlus continued its financing process, rather than to complete the transaction he agreed to.