0001193125-19-295206 Sample Contracts

MASTER PARTICIPANT AGREEMENT
Master Participant Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • 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.

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MASTER DISTRIBUTION AND MARKETING AGREEMENT
Master Distribution and Marketing Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • New York

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”).

AMENDMENT NO. 1 TO THE FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Declaration of Trust and Trust Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • Delaware

This AMENDMENT NO. 1 (THE “AMENDMENT”) TO THE FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of BITCOIN INVESTMENT TRUST is made and entered into as of the 14th day of January, 2019, 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.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency & Service Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • New York

THIS AGREEMENT made and entered into this day of September 25, 2013, by and among CONTINENTAL STOCK TRANSFER & TRUST COMPANY, hereinafter referred to as “the Agent”, Bitcoin Investment Trust (the “Trust”) and Alternative Currency Asset Management, LLC (the “Company”), as Sponsor of the Trust.

TradeBlock Master Index License Agreement
Master Index License Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • 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.”

Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Bitcoin Trust (BTC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale...
Custodial Services Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • New York

This Custodial Services Agreement (the “Agreement”) is made by and between Grayscale Bitcoin Trust (BTC) (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.

FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF BITCOIN INVESTMENT TRUST Dated as of September 12, 2018 By and Among GRAYSCALE INVESTMENTS, LLC DELAWARE TRUST COMPANY (formerly known as CSC Trust Company of Delaware) and THE...
Declaration of Trust and Trust Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • Delaware

This FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of BITCOIN INVESTMENT TRUST is made and entered into as of the 12th day of September, 2018, 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.

FORM OF AMENDMENT NO. 2 TO THE FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
Fifth Amended and Restated Declaration of Trust and Trust Agreement • November 19th, 2019 • Grayscale Bitcoin Trust (BTC) • Commodity contracts brokers & dealers • Delaware

This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE BITCOIN TRUST (BTC) is made and entered into as of the [●] day of April, 2019, 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.

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