Common use of Title to Deposit Property and Shares Surrendered for Redemption Clause in Contracts

Title to Deposit Property and Shares Surrendered for Redemption. (a) The Authorized Participant represents and warrants to the Transfer Agent and the Sponsor that: (i) in connection with each In-Kind Order for Creation, the Authorized Participant, as Depositor, will have the right and authority to transfer to the Trust the corresponding Deposit Property, and that upon delivery of such Deposit Property to the Custodian on the Creation Settlement Date, the Trust will acquire good and unencumbered title to such property, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and (ii) in connection with a Redemption Order, the Authorized Participant has reasonable grounds to believe that it or the Authorized Participant Client, as the case may be, will on the Redemption Settlement Date own (within the meaning of Rule 200 of Regulation SHO of the Exchange Act) the requisite number of Shares to be redeemed such that the Shares will be surrendered to the Transfer Agent on or prior to the Redemption Settlement Date. In either case, the Authorized Participant or the Authorized Participant Client, as the case may be, (i) has or will have the right and authority to surrender to the Transfer Agent for redemption on the Redemption Settlement Date the corresponding Shares, (ii) has or will have the right and authority to receive the entire proceeds of the redemption on the Redemption Settlement Date, and (iii) upon such surrender on the Redemption Settlement Date, the Trust will acquire good and unencumbered title to such Shares, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, transferability restrictions (whether arising by operation of law or otherwise), loan, pledge, repurchase or securities lending agreements or other arrangements affecting legal or beneficial ownership of such Shares being submitted for redemption which, under such circumstances, would preclude the delivery of such Shares to the Transfer Agent on the Redemption Settlement Date.

Title to Deposit Property and Shares Surrendered for Redemption. (a) The Authorized Participant represents and warrants to the Transfer Agent Administrative Trustee and the Sponsor that: (i) a. in connection with each In-Kind Order for CreationPurchase Order, the Authorized ParticipantParticipant (or its Agent or Authorized Participant Client, as Depositor, if applicable) will have the right full power and authority to transfer to the Trust the corresponding Deposit Property, and that that, upon delivery of such Deposit Property to the Prime Execution Agent, the Cash Custodian, the Bitcoin Custodian on and/or the Creation Settlement Daterelevant subcustodian in accordance with the Procedures, the Trust will acquire good and unencumbered title to such property, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and (ii) in connection with b. as of the close of a Redemption Order, day that the exchange on which the Trust is listed is open for regular trading and on which the Authorized Participant has reasonable grounds to believe that placed any Redemption Order for the purpose of redeeming any Shares, it or the Authorized Participant Client, as the case may be, will on the Redemption Settlement Date own (within the meaning of Rule 200 of Regulation SHO SHO) or has arranged to borrow for delivery to the Trust on or prior to the settlement date of the Exchange Act) Redemption Order the requisite number of Shares to be redeemed such that the Shares will be surrendered to the Transfer Agent on or prior to the Redemption Settlement Dateredeemed. In either case, the Authorized Participant or the Authorized Participant Client, as the case may be, acknowledges that: (i) it has or will have the if, applicable, its Authorized Participant Client has full legal authority and legal right and authority to surrender to the Transfer Agent tender for redemption on the Redemption Settlement Date the corresponding Shares, (ii) has or will have the right requisite number of Shares and authority to receive the entire proceeds of the redemption on the Redemption Settlement Date, and (iiiii) upon if such surrender on Shares submitted for redemption have been loaned or pledged to another party or are the Redemption Settlement Datesubject of a repurchase agreement, the Trust will acquire good and unencumbered title to such Shares, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, transferability restrictions (whether arising by operation of law or otherwise), loan, pledge, repurchase or securities lending agreements agreement or any other arrangements arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption which, under such circumstances, would preclude tendered there are no restrictions precluding the tender and delivery of such Shares to the Transfer Agent (including borrowed shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Dateredemption settlement date.

Title to Deposit Property and Shares Surrendered for Redemption. (a) The Authorized Participant represents and warrants to the Transfer Agent Administrative Trustee and the Sponsor that: (i) a. in connection with each In-Kind Order for CreationPurchase Order, the Authorized ParticipantParticipant (or its Agent or Authorized Participant Client, as Depositor, if applicable) will have the right full power and authority to transfer to the Trust the corresponding Deposit Property, and that that, upon delivery of such Deposit Property to the Prime Execution Agent, the Cash Custodian, the Ether Custodian on and/or the Creation Settlement Daterelevant subcustodian in accordance with the Procedures, the Trust will acquire good and unencumbered title to such property, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and (ii) in connection with b. as of the close of a Redemption Order, day that the exchange on which the Trust is listed is open for regular trading and on which the Authorized Participant has reasonable grounds to believe that placed any Redemption Order for the purpose of redeeming any Shares, it or the Authorized Participant Client, as the case may be, will on the Redemption Settlement Date own (within the meaning of Rule 200 of Regulation SHO SHO) or has arranged to borrow for delivery to the Trust on or prior to the settlement date of the Exchange Act) Redemption Order the requisite number of Shares to be redeemed such that the Shares will be surrendered to the Transfer Agent on or prior to the Redemption Settlement Dateredeemed. In either case, the Authorized Participant or the Authorized Participant Client, as the case may be, acknowledges that: (i) it has or will have the if, applicable, its Authorized Participant Client has full legal authority and legal right and authority to surrender to the Transfer Agent tender for redemption on the Redemption Settlement Date the corresponding Shares, (ii) has or will have the right requisite number of Shares and authority to receive the entire proceeds of the redemption on the Redemption Settlement Date, and (iiiii) upon if such surrender on Shares submitted for redemption have been loaned or pledged to another party or are the Redemption Settlement Datesubject of a repurchase agreement, the Trust will acquire good and unencumbered title to such Shares, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, transferability restrictions (whether arising by operation of law or otherwise), loan, pledge, repurchase or securities lending agreements agreement or any other arrangements arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption which, under such circumstances, would preclude tendered there are no restrictions precluding the tender and delivery of such Shares to the Transfer Agent (including borrowed shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Dateredemption settlement date.

Title to Deposit Property and Shares Surrendered for Redemption. (a) The Authorized Participant represents and warrants to the Trust, the Transfer Agent and the Sponsor that: (i) a. in connection with each In-Kind Order for CreationPurchase Order, the Authorized Participant, as Depositoror its AP Affiliate, will have the right and authority to transfer to the Trust the corresponding Deposit Property, and that upon delivery of such Deposit Property to the Custodian on or Transfer Agent, as applicable, in accordance with the Creation Settlement DateProcedures, the Trust will acquire good and unencumbered title to such property, free and clear of all liens, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims or transferability restrictions, whether arising by operation of law or otherwise; and (ii) b. in connection with a Redemption Order, the Authorized Participant, as of the close of a Business Day on which it has placed any Redemption Order for the purpose of redeeming any Creation Unit of Shares of any Fund, it or any party for which it is acting (“Authorized Participant has Client”), as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the number of Shares of the relevant Fund of the Trust, or (ii) will have reasonable grounds to believe that it or the Authorized Participant Client, as the case may be, will on the Redemption Settlement Date own (within the meaning of Rule 200 of Regulation SHO of the Exchange Act) the requisite number of Shares to be redeemed such that the Shares will be surrendered to the Transfer Agent on or prior to the Redemption Settlement Date. In either case, the Authorized Participant or the Authorized Participant Client, as the case may be, (i) has or will have the right and full legal authority to surrender tender for redemption the requisite number of Shares to the Transfer Agent for redemption on the Redemption Settlement Date the corresponding Shares, (ii) has or will have the right and authority to receive the entire proceeds of the redemption on the Redemption Settlement Date, and (iii) upon such surrender on the Redemption Settlement Date, the Trust will acquire good and unencumbered title to such Shares, free and clear of all liens, charges, duties imposed on the transfer Redemption Settlement Date. If such Shared have been loaned or pledged to another party or are the subject of assets and encumbrances and not subject to any adverse claimsa repurchase agreement, transferability restrictions (whether arising by operation of law or otherwise), loan, pledge, repurchase or securities lending agreements or other arrangements affecting legal or beneficial ownership of such Shares being submitted for redemption which, under such circumstances, would preclude tendered there are no restrictions precluding the tender and the delivery of such Shares (including borrowed Share, if any) to the Transfer Agent on the Redemption Settlement Date.