Grayscale Ethereum Trust (ETH) Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • May 15th, 2024 • Grayscale Ethereum Trust (ETH) • Commodity contracts brokers & dealers

THIS AGREEMENT is made as of the 8th day of May, 2024, by and between GRAYSCALE ETHEREUM TRUST (ETH) (hereinafter the “Trust”), a Delaware trust, having its principal office and place of business at 290 Harbor Drive, Stamford, CT 06902 and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

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AMENDMENT NO. 3 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Declaration of Trust and Trust Agreement • March 25th, 2024 • Grayscale Ethereum Trust (ETH) • Commodity contracts brokers & dealers • Delaware

This AMENDMENT NO. 3 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of the 22nd day of March, 2024, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, DELAWARE TRUST COMPANY (formerly known as CSC Trust Company of Delaware), a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

MASTER PARTICIPANT AGREEMENT
Master Participant Agreement • August 6th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Annex A to the Master Participant Agreement (the “Master Participant Agreement”) supplements the Master Participant Agreement, the Memorandum and each Trust Agreement (as defined below) with respect to the procedures (the “Procedures”) to be used in processing (1) creation orders for the creation of one or more Baskets (as defined below) (“Creation Order”) of any Trust listed on Schedule I to the Master Participant Agreement (each, a “Trust”) or (2) redemption orders for the redemption of one or more Baskets (“Redemption Order”) of any Trust. Shares of a Trust may be created or redeemed only in aggregations of 100 Shares (each such aggregation, a “Basket”) of such Trust. Because the creation and redemption of Baskets involve the transfer of digital assets between the Authorized Participant and a Trust, certain processes relating to the underlying digital asset transfers are described below.

MASTER DISTRIBUTION AND MARKETING AGREEMENT
Master Distribution and Marketing Agreement • April 17th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services

MASTER DISTRIBUTION AND MARKETING AGREEMENT dated as of November 15, 2019 (this “Agreement”) among Grayscale Investments, LLC, a Delaware limited liability company (the “Sponsor”) the investment products sponsored or managed by the Sponsor listed on Schedule A hereto, as amended from time to time (each a “Product” and together the “Products”), and Genesis Global Trading, Inc., a Delaware corporation (the “Distributor and Marketer”) (each, a “Party” and together, the “Parties”).

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • May 30th, 2024 • Grayscale Ethereum Trust (ETH) • Commodity contracts brokers & dealers • New York

The undersigned does hereby certify that the persons listed above have been duly authorized to act as Authorized Representatives pursuant to the Authorized Participant Agreement.

MASTER PARTICIPANT AGREEMENT
Master Participant Agreement • October 3rd, 2022 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Annex A to the Master Participant Agreement (the “Master Participant Agreement”) supplements the Master Participant Agreement, the Memorandum and each Trust Agreement (as defined below) with respect to the procedures (the “Procedures”) to be used in processing (1) creation orders for the creation of one or more Baskets (as defined below) (“Creation Order”) of any Trust listed on Schedule I to the Master Participant Agreement (each, a “Trust”) or (2) redemption orders for the redemption of one or more Baskets (“Redemption Order”) of any Trust. Shares of a Trust may be created or redeemed only in aggregations of 100 Shares (each such aggregation, a “Basket”) of such Trust. Because the creation and redemption of Baskets involve the transfer of digital assets between the Authorized Participant and a Trust, certain processes relating to the underlying digital asset transfers are described below. If the Authorized Participant has designated a Liquidity Provider, then all references in t

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Declaration of Trust and Trust Agreement • August 6th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • Delaware

This AMENDMENT NO. 1 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of ETHEREUM INVESTMENT TRUST is made and entered into as of the 11th day of January, 2019, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

TradeBlock Master Index License Agreement
Master Index License Agreement • August 6th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Master Index License Agreement (the “Agreement”) is made as of the February 28, 2019 (the “Effective Date”) by and between TradeBlock, Inc., a Delaware corporation, having its principal place of business at 156 5th Ave, 7th Floor, New York, NY 10010 (“TradeBlock”) and Grayscale Investments, LLC, a Delaware limited liability company (“Company”) having a place of business at 250 Park Avenue South, New York, NY 10003 acting as sponsor or manager of the entities listed on Exhibit A hereto (each a “Entity” and collectively the “Entities”) and supersedes any prior License Agreement between TradeBlock and the Company. Each of the parties hereto may be referred to herein collectively as the “Parties” or each, a “Party.”

AMENDED AND RESTATED MASTER COINBASE CUSTODY TRUST COMPANY CUSTODIAL SERVICES AGREEMENT
Master Custodial Services Agreement • August 5th, 2022 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Amended and Restated Master Coinbase Custodial Services Agreement (the “Agreement”) is made by and between each of the Grayscale Investment Funds listed in Schedule C (the “Grayscale Investment Product”), Grayscale Investments, LLC, sponsor of the Grayscale Investment Product (the “Sponsor” and together with the Grayscale Investment Product, (the “Client”) and Coinbase Custody Trust Company, LLC, with an address at 200 Park Avenue South, Suite 1208, New York, NY 10003 (“Trust Company”). This Agreement governs Client’s use of the Custodial Services (as defined herein) provided by Trust Company as a fiduciary to its clients’ assets.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Amendment to Declaration of Trust and Trust Agreement • August 6th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • Delaware

This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of the [●] day of [●] , 2020, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Declaration of Trust and Trust Agreement • October 2nd, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • Delaware

This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of the 11th day of August, 2020, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

TradeBlock Master Index License Agreement
Master Index License Agreement • April 17th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services

This Master Index License Agreement (the “Agreement”) is made as of the February 28, 2019 (the “Effective Date”) by and between TradeBlock, Inc., a Delaware corporation, having its principal place of business at 156 5th Ave, 7th Floor, New York, NY 10010 (“TradeBlock”) and Grayscale Investments, LLC, a Delaware limited liability company (“Company”) having a place of business at 250 Park Avenue South, New York, NY 10003 acting as sponsor or manager of the entities listed on Exhibit A hereto (each a “Entity” and collectively the “Entities”) and supersedes any prior License Agreement between TradeBlock and the Company. Each of the parties hereto may be referred to herein collectively as the “Parties” or each, a “Party.”

TRUST COMPANY CUSTODIAL SERVICES AGREEMENT
Custodial Services Agreement • August 6th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Custodial Services Agreement (the “Agreement”) is made by and between Grayscale Ethereum Trust (ETH) (the “Grayscale Investment Product”), Grayscale Investments, LLC, sponsor of the Grayscale Investment Product (the “Sponsor” and together with the Grayscale Investment Product, the “Client”) and Coinbase Custody Trust Company, LLC, with an address at 200 Park Avenue South, Suite 1208, New York, NY 10003 (“Trust Company”). This Agreement governs Client’s use of the Custodial Services (as defined herein) provided by Trust Company as a fiduciary to its clients’ assets.

SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF GRAYSCALE ETHEREUM TRUST (ETH) Dated as of June 12, 2024 By and Among GRAYSCALE INVESTMENTS, LLC CSC DELAWARE TRUST COMPANY (formerly known as Delaware Trust Company) and THE...
Declaration of Trust and Trust Agreement • June 12th, 2024 • Grayscale Ethereum Trust (ETH) • Commodity contracts brokers & dealers • Delaware

This SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of the 12th day of June, 2024, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, CSC DELAWARE TRUST COMPANY (formerly known as Delaware Trust Company), a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Second Amended and Restated Declaration of Trust and Trust Agreement • November 4th, 2024 • Grayscale Ethereum Trust ETF • Commodity contracts brokers & dealers • Delaware

This AMENDMENT NO. 1 (THE “AMENDMENT”) TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of November 4, 2024, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, CSC DELAWARE TRUST COMPANY (formerly Delaware Trust Company), a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Amendment to Declaration of Trust and Trust Agreement • June 16th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • Delaware

This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM TRUST (ETH) is made and entered into as of the [•] day of June, 2020, by and among GRAYSCALE INVESTMENTS, LLC, a Delaware limited liability company, DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

MASTER PARTICIPANT AGREEMENT
Master Participant Agreement • April 17th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Annex A to the Master Participant Agreement (the “Master Participant Agreement”) supplements the Master Participant Agreement, the Memorandum and each Trust Agreement (as defined below) with respect to the procedures (the “Procedures”) to be used in processing (1) creation orders for the creation of one or more Baskets (as defined below) (“Creation Order”) of any Trust listed on Schedule I to the Master Participant Agreement (each, a “Trust”) or (2) redemption orders for the redemption of one or more Baskets (“Redemption Order”) of any Trust. Shares of a Trust may be created or redeemed only in aggregations of 100 Shares (each such aggregation, a “Basket”) of such Trust. Because the creation and redemption of Baskets involve the transfer of digital assets between the Authorized Participant and a Trust, certain processes relating to the underlying digital asset transfers are described below.

TRUST COMPANY CUSTODIAL SERVICES AGREEMENT
Custodial Services Agreement • April 17th, 2020 • Grayscale Ethereum Trust (ETH) • Finance services • New York

This Custodial Services Agreement (the “Agreement”) is made by and between Grayscale Ethereum Trust (ETH) (the “Grayscale Investment Product”), Grayscale Investments, LLC, sponsor of the Grayscale Investment Product (the “Sponsor” and together with the Grayscale Investment Product, the “Client”) and Coinbase Custody Trust Company, LLC, with an address at 200 Park Avenue South, Suite 1208, New York, NY 10003 (“Trust Company”). This Agreement governs Client’s use of the Custodial Services (as defined herein) provided by Trust Company as a fiduciary to its clients’ assets.

Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Ethereum Trust (ETH) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale...
Fund Administration and Accounting Agreement • February 27th, 2024 • Grayscale Ethereum Trust (ETH) • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made as of February 26, 2024, by and between Grayscale Ethereum Trust (ETH) (hereinafter the “Trust”), a Delaware trust, having its principal office and place of business at 290 Harbor Drive, Stamford, CT 06902 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

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