Bitwise Bitcoin ETF Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers

THIS AGREEMENT is made as of the _31_____day of ___October___, 2023___, by and between Bitwise Bitcoin ETP Trust (hereinafter the “Trust”), a _A Delaware Statutory Trust_, having its principal office and place of business at 400 Montgomery Street, Suite 600, San Francisco, California 94104 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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COINBASE PRIME BROKER AGREEMENT General Terms and Conditions
Coinbase Prime Broker Agreement • January 10th, 2024 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • New York
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made as of November 1, 2023 by and between Bitwise Bitcoin ETP Trust (hereinafter the “Trust”), a Delaware Statutory Trust, having its principal office and place of business at 400 Montgomery Street, Suite 600, San Francisco, California 94104 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

MARKETING AGENT AGREEMENT
Marketing Agent Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • Delaware

THIS AGREEMENT is made and entered into as of this 30th day of November 2023, by and among Bitwise Bitcoin ETP Trust, a Delaware statutory trust (the “Trust”), which is sponsored by Bitwise Investment Advisers, LLC, a Delaware limited liability company (the “Sponsor”), and Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”).

SPONSOR AGREEMENT
Sponsor Agreement • January 8th, 2024 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • Delaware

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of January 5, 2024, is made by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company (“Sponsor”), and Bitwise Bitcoin ETF, a statutory trust organized under the laws of Delaware (the “Trust”).

COINBASE PRIME BROKER AGREEMENT General Terms and Conditions
Coinbase Prime Broker Agreement • December 29th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • New York
Asset Purchase and Contribution Agreement by and among Bitwise Investment Advisers, LLC, Bitwise Bitcoin ETF, Osprey Funds, LLC, and Osprey Bitcoin Trust Dated as of August 26, 2024
Purchase and Contribution Agreement • October 8th, 2024 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • Delaware

This Asset Purchase and Contribution Agreement (this “Agreement”), dated as of August 26, 2024, is entered into between Osprey Bitcoin Trust, a Delaware statutory trust (“Contributor”), Osprey Funds, LLC, a Delaware limited liability company, as sponsor to Contributor (“Contributor Sponsor” together with Contributor, the “Contributor Parties” and each a “Contributor Party”), Bitwise Bitcoin ETF, a Delaware statutory trust (“Buyer”), and Bitwise Investment Advisers, LLC, a Delaware limited liability company, as sponsor to Buyer (“Buyer Sponsor” together with Buyer, the “Buyer Parties” and each a “Buyer Party”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified in Exhibit A attached hereto. Each Buyer Party, and/or each Contributor Party, individually or collectively, as the case may be, may sometimes be referred to herein as a “Party” and, collectively, as the “Parties”.

FIRST AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF BITWISE BITCOIN ETF DATED AS OF DECEMBER 27, 2023
Trust and Trust Agreement • December 29th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers

THIS FIRST AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of December __, 2023, between BITWISE INVESTMENT ADVISERS, LLC, a Delaware limited liability company, as sponsor, and DELAWARE TRUST COMPANY, a Delaware trust company, as trustee.

AMENDMENT TO THE COINBASE PRIME BROKER AGREEMENT
Broker Agreement • January 8th, 2024 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers

This Amendment (“Amendment”), dated as of December 29, 2023, dated by and between Coinbase Inc., (“Coinbase”), on behalf of itself and as agent for Coinbase, Coinbase Custody Trust Company (“Coinbase Custody”), and, as applicable, Coinbase Credit, Inc. (“Coinbase Credit,” and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), and the party or parties identified as a client thereunder (as such Coinbase Prime Broker Agreement may have been amended from time to time, the “Original Agreement”), is entered into by the Coinbase Entities and Bitwise Bitcoin ETF. Each Coinbase Entity and each Client may be individually referred to as a “Party” and collectively, the “Parties”.

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • New York

AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of [Date] among (i) _______________________ (the “Authorized Participant”), (ii) the Bitwise Bitcoin ETF, a Delaware statutory trust (the “Trust”) created pursuant to the First Amended and Restated Declaration of Trust (the “Trust Agreement”), and (iii) Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor of the Trust (in such capacity, the “Sponsor”). This Agreement is further acknowledged by Bank of New York Mellon, a New York corporation in its capacity as transfer agent to the Trust (“Transfer Agent”).

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And BITWISE BITCOIN ETP TRUST
Custody Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • New York

This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and BITWISE BITCOIN ETP TRUST, a Delaware Statutory Trust] (“Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.

SPONSOR AGREEMENT
Sponsor Agreement • December 4th, 2023 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • Delaware

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of _________, 2023, is made by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company (“Sponsor”), and Bitwise Bitcoin ETF, a statutory trust organized under the laws of Delaware (the “Trust”).

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