AMENDMENT NO. 2 TO THE SEVENTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Exhibit 4.1
AMENDMENT NO. 2 TO
THE SEVENTH AMENDED AND RESTATED
DECLARATION OF TRUST
AND TRUST AGREEMENT
This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE SEVENTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE BITCOIN TRUST (BTC) (the “Trust”) is made and entered into as of May 7, 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.
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WHEREAS, the Sponsor and the Trustee entered into the Seventh Amended and Restated Declaration of Trust and Trust Agreement dated as of March 15, 2024, as amended by Amendment No. 1 dated as of March 15, 2024 (the “Trust Agreement”);
WHEREAS, Section 10.1 of the Trust Agreement provides that the Sponsor and the Trustee may amend the Trust Agreement without the consent of the Shareholders, subject to certain exceptions;
WHEREAS, the Sponsor and the Trustee wish to amend the Trust Agreement pursuant to Section 10.1 thereof, in order to make certain clarifying amendments to the calculation of NAV to align such calculation with the actual net assets of the Trust, by reflecting a reduction in the net assets of the Trust resulting from declared in-kind dividends where the Trust has an obligation to make a distribution to its Shareholders. Such amendment will be effective immediately as of the date hereof.
NOW, THEREFORE, pursuant to Section 10.1 of the Trust Agreement, the Trustee and the Sponsor hereby amend the Trust Agreement as set forth below.
SECTION 1.1 Amendments.
The Trust Agreement is hereby amended as follows:
(a) Section 8.4 of the Trust Agreement is amended as follows (with strike through representing deletions and underlining and bold representing additions):
SECTION 8.4 Calculation of NAV.
The Sponsor or its delegate shall calculate and publish the Trust’s NAV on each Business Day as of 4:00 p.m., New York time, or as soon as practicable thereafter. In order to calculate the NAV, the Sponsor shall:
Notwithstanding the foregoing, (i) in the event that the Sponsor determines that the methodology used to determine the Index Price is not an appropriate basis for valuation of the Trust’s Bitcoins, the Sponsor shall use an alternative methodology as set forth in the Trust’s filings with the SEC and (ii) in the event that the Trust holds any Incidental Rights and/or IR Virtual Currency, the Sponsor may, at its discretion, include the value of such Incidental Rights and/or IR Virtual Currency in the determination of the Trust’s NAV, provided that the Sponsor has determined in good faith a method for assigning an objective value to such Incidental Rights and/or IR Virtual Currency.
SECTION 2.1 Governing Law.
The validity and construction of this Amendment shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof.
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SECTION 2.3 Construction.
In this Amendment, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Amendment.
SECTION 2.4 Counterparts; Electronic Signatures.
This Amendment may be executed in one or more counterparts (including those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. This Amendment, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
SECTION 2.5 Defined Terms.
For purposes of this Amendment, any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Trust Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No. 2 to the Seventh Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.
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CSC DELAWARE TRUST COMPANY, |
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as Trustee |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Vice President |
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GRAYSCALE INVESTMENTS, LLC, |
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as Sponsor |
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By: |
/s/ Xxxxxxx Xxxxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxxxx |
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Title: Chief Executive Officer |
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