Common use of Suspension, Termination, and Cancellation Clause in Contracts

Suspension, Termination, and Cancellation. Trust Company may: (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account if: • Trust Company is so required by a facially valid subpoena, court order, or binding order of a government authority; • Client uses Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 hereto; • Client’s Custodial Account activity results in a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial Account; • Client circumvents Trust Company’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or • Client materially breaches the terms of this Agreement. Except as set forth above, Trust Company shall not suspend Client’s access to the Custodial Account, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. If Trust Company suspends or closes Client’s Custodial Account, or terminates Client’s use of the Custodial Services for the reasons listed above, Trust Company will provide Client with notice of Trust Company’s actions unless a court order or other legal or regulatory process prohibits Trust Company from providing Client with such notice. Client acknowledges that Trust Company’s decision to take certain actions described in this Section 4.6 may be based on confidential criteria that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no obligation to disclose the details of its risk management and security procedures to Client. Client will be permitted to withdraw Digital Assets associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order, or binding order of a government authority.

Suspension, Termination, and Cancellation. (A) Trust Company may: (a) may suspend or restrict Client’s access to the Custodial Services, Services and/or (b) deactivate, terminate or cancel Client’s Custodial Account if: • : (i) Trust Company is so required by a facially valid subpoena, court order, or binding order of a government authority; • ; (ii) Trust Company reasonably suspects Client uses of using Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 hereto; • Client’s Custodial Account activity results in to this Agreement; (iii) Trust Company perceives a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial Account; • Account activity; (iv) Trust Company service partners are unable to support Client’s use; (v) Client circumvents takes any action that Trust Company deems as circumventing Trust Company’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or • ; (vi) Client materially breaches the terms of this Agreement. Except as set forth above, ; or (vii) Client fails to pay fees for a period of 90 days. (B) If Trust Company shall not suspend suspends or restricts Client’s access to the Custodial AccountServices and/or deactivates, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. If Trust Company suspends terminates or closes cancels Client’s Custodial Account, or terminates Client’s use of the Custodial Services Account for the reasons listed aboveany reason, Trust Company will provide Client with notice of Trust Company’s actions via email unless a court order or other legal or regulatory process prohibits Trust Company from providing Client with such noticeprohibited by Applicable Law. Client acknowledges that Trust Company’s decision to take certain actions described in this Section 4.6 actions, including limiting access to, suspending, or closing Client’s Custodial Account, may be based on confidential criteria that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no obligation to disclose the details of its risk management and security procedures to Client. . (C) Client will be permitted to withdraw Digital Assets and Fiat Currency associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited Applicable Law (i) under the law, including but not limited to applicable sanctions programs, programs or (ii) by a facially valid subpoena, court order, or binding order of a government authority).

Suspension, Termination, and Cancellation. Trust Company may: (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account if: • ● Trust Company is so required by a facially valid subpoena, court order, or binding order of a government authority; • ● Client uses Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 hereto; • ● Client’s Custodial Account activity results in a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial Account; • ● Client circumvents Trust Company’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or • ● Client materially breaches the terms of this Agreement. Except as set forth above, Trust Company shall not suspend Client’s access to the Custodial Account, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. Notwithstanding the foregoing, in the event that Client fails to maintain its “Client Usage Profile”2 (as defined below) (and, specifically for (ii) of the Client Usage Profile, for 60 or more consecutive calendar days), Trust Company shall have the option to (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account. In the event that Trust Company elects to exercise the right set forth in this paragraph, Trust Company shall provide Client with at least thirty (30) days’ prior written notice. In the event Trust Company provides such notice, Trust Company agrees to work in good faith with Client to first attempt to negotiate and amend the terms of this Agreement to reflect an updated Client Usage Profile. For the avoidance of doubt, the Client Usage Profile as set forth in this paragraph represents a fundamental term of the Agreement on which other terms of the Agreement are based. If Trust Company suspends or closes Client’s Custodial Account, or terminates Client’s use of the Custodial Services for the reasons listed above, Trust Company will provide Client with notice of Trust Company’s actions unless a court order or other legal or regulatory process prohibits Trust Company from providing Client with such notice. Client acknowledges that Trust Company’s decision to take certain actions described in this Section 4.6 may be based on confidential criteria that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no obligation to disclose the details of its risk management and security procedures to Client. Client will be permitted to withdraw Digital Assets associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order, or binding order of a government authority.

Suspension, Termination, and Cancellation. Trust Company may: (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account if: • Trust Company is so required by a facially valid subpoena, court order, or binding order of a government authority; • Client uses Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 hereto; • Client’s Custodial Account activity results in a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial Account; • Client circumvents Trust Company’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or • Client materially breaches the terms of this Agreement. Except as set forth above, Trust Company shall not suspend Client’s access to the Custodial Account, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. Notwithstanding the foregoing, in the event that Client fails to maintain its “Client Usage Profile”2 (as defined below) (and, specifically for (ii) of the Client Usage Profile, for 60 or more consecutive calendar days), Trust Company shall have the option to (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account. In the event that Trust Company elects to exercise the right set forth in this paragraph, Trust Company shall provide Client with at least thirty (30) days’ prior written notice. In the event Trust Company provides such notice, Trust Company agrees to work in good faith with Client to first attempt to negotiate and amend the terms of this Agreement to reflect an updated Client Usage Profile. For the avoidance of doubt, the Client Usage Profile as set forth in this paragraph represents a fundamental term of the Agreement on which other terms of the Agreement are based. If Trust Company suspends or closes Client’s Custodial Account, or terminates Client’s use of the Custodial Services for the reasons listed above, Trust Company will provide Client with notice of Trust Company’s actions unless a court order or other legal or regulatory process prohibits Trust Company from providing Client with such notice. Client acknowledges that Trust Company’s decision to take certain actions described in this Section 4.6 may be based on confidential criteria that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no obligation to disclose the details of its risk management and security procedures to Client. Client will be permitted to withdraw Digital Assets associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order, or binding order of a government authority.

Suspension, Termination, and Cancellation. Trust Company Coinbase Custody may: (a) suspend or restrict Client’s access to the Custodial Services, and/or (b) deactivate, terminate or cancel Client’s Custodial Account if: • Trust Company Coinbase Custody Coinbase Custodial Services Agreement 4.6.1. Coinbase Custody is so required by a facially valid subpoena, court order, or binding order of a government authority; • ; 4.6.2. Coinbase Custody reasonably suspects Client uses of using Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 hereto; • Client’s Custodial Account activity results in 1; 4.6.3. Coinbase Custody perceives a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial Account; • Account activity; 4.6.4. Coinbase Custody service partners are unable to support Client’s use; 4.6.5. Client circumvents Trust Companytakes any action that Coinbase Custody deems as circumventing Coinbase Custody’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company Coinbase Custody may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or 4.6.6. Client breaches or • Client materially breaches violates the terms of this Agreement. Except as set forth above, Trust Company shall not suspend Client’s access to the Custodial Account, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. If Trust Company Coinbase Custody suspends or closes Client’s Custodial Account, Account or terminates Client’s use of the Custodial Services for the reasons listed aboveany reason, Trust Company Coinbase Custody will provide Client with notice of Trust CompanyCoinbase Custody’s actions unless a court order or other legal or regulatory process prohibits Trust Company Coinbase Custody from providing Client with such notice. Client acknowledges that Trust CompanyCoinbase Custody’s decision to take certain actions described in this Section 4.6 actions, including limiting access to, suspending, or closing Client’s Custodial Account, may be based on confidential criteria that are essential to Trust CompanyCoinbase Custody’s risk management and security protocols. Client agrees that Trust Company Coinbase Custody is under no obligation to disclose the details of its risk management and security procedures to Client. Client will be permitted to withdraw Digital Assets associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order, or binding order of a government authority. If a shorter time frame than the ninety (90) days prescribed in the preceding sentence is required by an applicable court order, subpoena or regulatory or governmental authority, Client shall use best efforts to withdraw such Digital Assets within such shorter time frame.

Suspension, Termination, and Cancellation. Trust Company may: (a) suspend or restrict Client’s access to the Custodial Services, and/or (bc) deactivate, terminate or cancel Client’s Custodial Account if: • Trust Company is so required by a facially valid subpoena, court order, or binding order of a government authority; • Trust Company reasonably suspects Client uses of using Client’s Custodial Account in connection with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 heretoon the Trust Company website; • Client’s Custodial Account activity results in Trust Company perceives a heightened risk of legal or regulatory non-compliance associated with Client’s Custodial AccountAccount activity; • Trust Company service partners are unable to support Client’s use; • Client circumvents takes any action that Trust Company deems as circumventing Trust Company’s controls, including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time to time, or otherwise making a material misrepresentation of Client’s Custodial Account; or • Client materially breaches or violates the terms of this Agreement. Except as set forth above, Trust Company shall not suspend Client’s access to the Custodial Account, and any suspension of Client’s access to the Custodial Account shall constitute a breach of this Agreement. If Trust Company suspends or closes Client’s Custodial Account, or terminates Client’s use of the Custodial Services for the reasons listed aboveany reason, Trust Company will provide Client with notice of Trust Company’s actions unless a court order or other legal or regulatory process prohibits Trust Company from providing Client with such notice. Client acknowledges that Trust Company’s decision to take certain actions described in this Section 4.6 actions, including limiting access to, suspending, or closing Client’s Custodial Account, may be based on confidential criteria that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no obligation to disclose the details of its risk management and security procedures to Client. Client will be permitted to withdraw Digital Assets associated with Client’s Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order, or binding order of a government authority.