Common use of Client’s Representations and Warranties Clause in Contracts

Client’s Representations and Warranties. In addition to the obligations arising under this Agreement and as a condition of and in consideration of Client accessing the Custodial Services, Client represents and warrants the following: (i) Client operates, to Client’s best knowledge, in material compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operates, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. Client further understands that any fines or penalties imposed on Trust Company as a result of a violation by Client of any applicable securities regulation or law may, at Trust Company’s discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company of such fines; (ii) To its best knowledge, Client is currently in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business and Client will immediately notify Trust Company if Client ceases to be in good standing with any regulatory authority; (iii) Client will reasonably cooperate with Trust Company to provide information as Trust Company may reasonably request from time to time regarding (a) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Trust Company in its reasonable discretion, and (b) any transaction which involves the use of the Custodial Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (iv) Client will not deposit to a Custodial Account any Digital Asset that is not supported by the Custodial Services; (v) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (vi) Subject to Section 4.1.2, Client will not make any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company or a partnership between Client and Trust Company, without the prior written consent of Trust Company; (vii) Client will not create or use more than one Custodial Account; (viii) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; and (ix) All information provided by Client to Trust Company in the course of negotiating this Agreement and the onboarding of Client as Trust Company’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, and no material information has been excluded.

Client’s Representations and Warranties. In addition to the obligations arising under this Agreement and as a condition of and in consideration of Client accessing the Custodial Services, Client represents and warrants the following: (i) 6.1.1. Client operates, to Client’s best knowledge, is and shall remain in material full compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operatesoperates or otherwise uses the Custodial Services, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. Client further understands that any fines or penalties imposed on Trust Company Coinbase Custody as a result of a violation by Client of any applicable securities regulation or law may, at Trust CompanyCoinbase Custody’s discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company Coinbase Custody of such fines; (ii) To its best knowledge, 6.1.2. Client is currently and shall remain in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business business, including but not limited to FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association, the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Trust Company Coinbase Custody if Client ceases to be in good standing with any regulatory authority;; Coinbase Custody Coinbase Custodial Services Agreement (iii) 6.1.3. Client will reasonably cooperate with Trust Company to promptly provide such information as Trust Company Coinbase Custody may reasonably request in their sole discretion from time to time regarding (a) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Trust Company Coinbase Custody in its reasonable sole and absolute discretion, and (b) any transaction which involves the use of the Custodial Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (iv) 6.1.4. Client will not deposit to a Custodial Account any Digital Asset that is not supported by the Custodial Services; (v) 6.1.5. Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (vi) Subject to Section 4.1.2, 6.1.6. Client will not make any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company Coinbase Custody or a partnership between Client and Trust CompanyCoinbase Custody, without the prior written consent of Trust CompanyCoinbase Custody; (vii) Client will not create or use more than one Custodial Account; (viii) 6.1.7. Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; and (ix) 6.1.8. All information provided by Client to Trust Company Coinbase Custody in the course of negotiating this Agreement and the onboarding of Client as Trust CompanyCoinbase Custody’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, and no material information has been excluded.

Client’s Representations and Warranties. In addition to the obligations arising under this Agreement and as a condition of and in consideration of Client accessing the Custodial Services, Client represents and warrants the following: (i) 6.1.1. Client operates, to Client’s best knowledge, operates in material full compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operates, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. Client further understands that any fines or penalties imposed on Trust Company Coinbase Custody as a result of a violation by Client of any applicable securities regulation or law may, at Trust CompanyCoinbase Custody’s discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company Coinbase Custody of such fines; (ii) To its best knowledge, 6.1.2. Client is currently in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business business, including but not limited to FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association, the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Trust Company Coinbase Custody if Client ceases to be in good standing with any regulatory authority; (iii) 6.1.3. Client will reasonably cooperate with Trust Company to promptly provide such information as Trust Company Coinbase Custody may reasonably request from time to time regarding (a) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Trust Company Coinbase Custody in its reasonable sole and absolute discretion, and (b) any transaction which involves the use of the Custodial Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (iv) 6.1.4. Client will not deposit to a Custodial Account any Digital Asset that is not supported by the Custodial Services; (v) 6.1.5. Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (vi) Subject to Section 4.1.2, 6.1.6. Client will not make any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company Coinbase Custody or a partnership between Client and Trust CompanyCoinbase Custody, without the prior written consent of Trust CompanyCoinbase Custody; (vii) Client will not create or use more than one Custodial Account; (viii) 6.1.7. Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; andso;and (ix) 6.1.8. All information provided by Client to Trust Company Coinbase Custody in the course of negotiating this Agreement and the onboarding of Client as Trust CompanyCoinbase Custody’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, and no material information has been excluded.

Client’s Representations and Warranties. In addition to the obligations arising under this Agreement and as a condition of and in consideration of Client accessing the Custodial Services, Client represents and warrants the following: (i) Client operates, to Client’s best knowledge, operates in material full compliance with all applicable laws, rules, and regulations in each jurisdiction in which Client operates, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. Client further understands that any fines or penalties imposed on Trust Company as a result of a violation by Client of any applicable securities regulation or law may, at Trust Company’s discretion, be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company of such fines; (ii) To its best knowledge, Client is currently in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business business, including but not limited to FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association, the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Trust Company if Client ceases to be in good standing with any regulatory authority; (iii) Client will reasonably cooperate with Trust Company to promptly provide such information as Trust Company may reasonably request from time to time regarding (a) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner, as determined by Trust Company in its reasonable sole and absolute discretion, and (b) any transaction which involves the use of the Custodial Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement; (iv) Client will not deposit to a Custodial Account any Digital Asset that is not supported by the Custodial Services; (v) Client either owns or possesses lawful authorization to transact with all Digital Assets involved in the Custody Transactions; (vi) Subject to Section 4.1.2, Client will not make any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company or a partnership between Client and Trust Company, without the prior written consent of Trust Company; (vii) Client will not create or use more than one Custodial Account; (viii) Client has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so; and (ix) All information provided by Client to Trust Company in the course of negotiating this Agreement and the onboarding of Client as Trust Company’s customer and user of the Custodial Services is complete, true, and accurate in all material respects, and no material information has been excluded.