Common use of Expenses and Limitations Thereon Clause in Contracts

Expenses and Limitations Thereon. (a) Delegated Sponsor fee. (i) The Trust shall pay to the Delegated Sponsor a fee (the “Delegated Sponsor fee”), payable in cash, which shall accrue daily in U.S. Dollars at an annual rate equal to a percentage, to be determined by the Delegated Sponsor, of the NAV of the Trust as of 4:00 p.m. Eastern Time on each day, provided that for a day that is not a Business Day, the calculation shall be based on the Pricing Benchmark from the most recent Business Day. The amount of bitcoin payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same Pricing Benchmark used to determine such accrual. The Delegated Sponsor fee is payable to the Delegated Sponsor monthly in arrears. (ii) To cause the Trust to pay the Delegated Sponsor fee, the Delegated Sponsor shall instruct the Bitcoin Custodians to liquidate from the Custody Wallet a number of bitcoin equal to the accrued but unpaid Delegated Sponsor fee and to convert such bitcoin into U.S. Dollars. The proceeds of such conversion shall be transferred to an account designated by the Delegated Sponsor at such times as the Delegated Sponsor determines in its absolute discretion. For the avoidance of doubt, the Delegated Sponsor fee shall be settled exclusively in U.S. Dollars, and no bitcoin shall be transferred to the Delegated Sponsor in satisfaction of the Delegated Sponsor fee. (iii) As partial consideration for receipt of the Delegated Sponsor fee, the Delegated Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including (i) the Marketing Fee, (ii) the Administrator Fee, if any, (iii) the Bitcoin Custodians Fee, (iv) the Transfer Agent Fee, (v) the fees payable to the DE Trustee and the Cayman Trustee, (vi) the fees and expenses related to the initial listing of Shares on the Exchange, (vii) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), (viii) ordinary course legal fees and expenses that are not litigation-related, up to $100,000 per annum, (ix) audit fees, (x) regulatory fees, including if applicable any fees relating to the registration of the Shares under the Securities Act or Exchange Act, (xi) printing and mailing costs; (xii) costs of maintaining the Trust’s website and (xiii) applicable license fees (each, a “Delegated Sponsor-paid Expense” and together, the “Delegated Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Delegated Sponsor-paid Expense. In the Delegated Sponsor’s sole discretion, all or any portion of a Delegated Sponsor-paid Expense may be redesignated as an Additional Trust Expense.

Expenses and Limitations Thereon. (a) Delegated Sponsor fee. (i) The Trust shall pay to the Delegated Sponsor a fee (the “Delegated Sponsor fee”), payable in cash, which shall accrue daily in U.S. Dollars at an annual rate equal to a percentage, to be determined by the Delegated Sponsor, of the NAV of the Trust as of 4:00 p.m. Eastern Time on each day, provided that for a day that is not a Business Day, the calculation shall be based on the Pricing Benchmark from the most recent Business Day. The amount of bitcoin SOL payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same Pricing Benchmark used to determine such accrual. The Delegated Sponsor fee is payable to the Delegated Sponsor monthly in arrears. (ii) To cause the Trust to pay the Delegated Sponsor fee, the Delegated Sponsor shall instruct the Bitcoin SOL Custodians to liquidate from the Custody Wallet a number of bitcoin SOL equal to the accrued but unpaid Delegated Sponsor fee and to convert such bitcoin SOL into U.S. Dollars. The proceeds of such conversion shall be transferred to an account designated by the Delegated Sponsor at such times as the Delegated Sponsor determines in its absolute discretion. For the avoidance of doubt, the Delegated Sponsor fee shall be settled exclusively in U.S. Dollars, and no bitcoin SOL shall be transferred to the Delegated Sponsor in satisfaction of the Delegated Sponsor fee. (iii) As partial consideration for receipt of the Delegated Sponsor fee, the Delegated Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including (i) the Marketing Fee, (ii) the Administrator Fee, if any, (iii) the Bitcoin SOL Custodians Fee, (iv) the Transfer Agent Fee, (v) the fees payable to the DE Trustee and the Cayman Trustee, (vi) the fees and expenses related to the initial listing of Shares on the Exchange, (vii) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), (viii) ordinary course legal fees and expenses that are not litigation-related, up to $100,000 per annum, (ix) audit fees, (x) regulatory fees, including if applicable any fees relating to the registration of the Shares under the Securities Act or Exchange Act, (xi) printing and mailing costs; (xii) costs of maintaining the Trust’s website and (xiii) applicable license fees (each, a “Delegated Sponsor-paid Expense” and together, the “Delegated Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Delegated Sponsor-paid Expense. In the Delegated Sponsor’s sole discretion, all or any portion of a Delegated Sponsor-paid Expense may be redesignated as an Additional Trust Expense. (iv) In addition, as partial consideration for arranging for Staking, the Delegated Sponsor may, to the extent agreed upon, be entitled to such additional compensation from the Trust or another third party.

Expenses and Limitations Thereon. (a) Delegated Sponsor fee. (i) The Trust shall pay to the Delegated Sponsor a fee (the “Delegated Sponsor fee”), payable in cash, which shall accrue daily in U.S. Dollars at an annual rate equal to a percentage, to be determined by the Delegated Sponsor, of the NAV of the Trust as of 4:00 p.m. Eastern Time on each day, provided that for a day that is not a Business Day, the calculation shall be based on the Pricing Benchmark from the most recent Business Day. The amount of bitcoin ether payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same Pricing Benchmark used to determine such accrual. The Delegated Sponsor fee is payable to the Delegated Sponsor monthly in arrears. (ii) To cause the Trust to pay the Delegated Sponsor fee, the Delegated Sponsor shall instruct the Bitcoin Ether Custodians to liquidate from the Custody Wallet a number of bitcoin ether equal to the accrued but unpaid Delegated Sponsor fee and to convert such bitcoin ether into U.S. Dollars. The proceeds of such conversion shall be transferred to an account designated by the Delegated Sponsor at such times as the Delegated Sponsor determines in its absolute discretion. For the avoidance of doubt, the Delegated Sponsor fee shall be settled exclusively in U.S. Dollars, and no bitcoin ether shall be transferred to the Delegated Sponsor in satisfaction of the Delegated Sponsor fee. (iii) As partial consideration for receipt of the Delegated Sponsor fee, the Delegated Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including (i) the Marketing Fee, (ii) the Administrator Fee, if any, (iii) the Bitcoin Ether Custodians Fee, (iv) the Transfer Agent Fee, (v) the fees payable to the DE Trustee and the Cayman Trustee, (vi) the fees and expenses related to the initial listing of Shares on the Exchange, (vii) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), (viii) ordinary course legal fees and expenses that are not litigation-related, up to $100,000 per annum, (ix) audit fees, (x) regulatory fees, including if applicable any fees relating to the registration of the Shares under the Securities Act or Exchange Act, (xi) printing and mailing costs; (xii) costs of maintaining the Trust’s website and (xiii) applicable license fees (each, a “Delegated Sponsor-paid Expense” and together, the “Delegated Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Delegated Sponsor-paid Expense. In the Delegated Sponsor’s sole discretion, all or any portion of a Delegated Sponsor-paid Expense may be redesignated as an Additional Trust Expense. (iv) In addition, as partial consideration for arranging for Staking, the Delegated Sponsor may, to the extent agreed upon, be entitled to such additional compensation from the Trust or another third party.