Exhibit 10.9
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 20th
day of May, 2024, between XxxXxx EthereumTrust, a statutory trust organized and existing under the laws of Delaware (the “Trust”),
and Xxx Xxx Associates Corporation, a corporation organized and existing under the laws of Delaware (the “Purchaser”).
THE PARTIES HEREBY AGREE AS FOLLOWS:
I. PURCHASE AND SALE OF THE SHARES
(1) SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions
of this Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Trust, 2,000 shares
of beneficial interest, representing fractional undivided beneficial interests in the net assets of the Trust (the “Shares”),
at a price per Share of $50.00 for an aggregate purchase price of $100,000, payable in U.S. dollars or the equivalent value, after
any associated transaction fees, in Ether (ETH).
II. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
(1) PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made
by the Trust with the Purchaser in reliance upon the Purchaser’s representation to the Trust, which by the Purchaser’s
execution of this Agreement the Purchaser hereby confirms, that the Shares are being acquired for investment for the Purchaser’s
own account, and not as a nominee or agent and not with a view to the resale or distribution by the Purchaser of any of the Shares,
and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares,
in either case in violation of any securities registration requirement under applicable law, but subject nevertheless, to any requirement
of law that the disposition of its property shall at all times be within its control. By executing this Agreement, the Purchaser
further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with respect to any of the Shares.
(2) INVESTMENT EXPERIENCE. The Purchaser acknowledges that it
can bear the economic risk of the investment for an indefinite period of time and has such knowledge and experience in financial
and business matters (and particularly in the business in which the Trust operates) as to be capable of evaluating the merits and
risks of the investment in the Shares. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “1933 Act”).
(3) RESTRICTED SECURITIES. The Purchaser
understands that the Shares are characterized as “restricted securities” under the United States securities laws inasmuch
as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws
and applicable regulations such Shares
may be resold without registration under the 1933 Act only in certain circumstances. In connection therewith, the Purchaser represents
that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations
imposed by Rule 144 under the 1933 Act.
(4) LEGENDS. It is understood that the
certificate evidencing the Shares, if any, may bear either or both of the following legends:
(i) “These securities have
not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence
of a registration statement in effect with respect to the Shares under such Act or an opinion of counsel reasonably satisfactory
to the Trustee(s) of XxxXxx Ethereum Trust that such registration is not required.”
(ii) Any legend required
by the laws of any other applicable jurisdiction.
The Purchaser and the Trust agree that the legends contained
in the paragraph above shall be removed at a holder’s request when they are no longer necessary to ensure compliance with
federal securities laws.
(5) COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
XXXXXX ETHEREUM TRUST
By: XxxXxx Digital Assets, LLC, solely in its
capacity as sponsor to XxxXxx Ethereum Trust
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
XXXXXX ASSOCIATES CORPORATION
By: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Vice President, Chief Financial Officer and Treasurer
[Signature Page to Subscription Agreement]
