1.  DEFINITIONS

2.  CUSTODIAL SERVICES

2.1

2.2

2.3

2.4

2.5

3.  RECEIPT AND TRANSFER OF SUPPORTED DIGITAL ASSETS

3.1

3.2

4.  AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

4.1

4.2

4.3

4.4

4.5

4.6

4.7

5.  USE OF AGENTS

6.  BNY LIEN; SETOFF

6.1

6.2

6.3

7.  STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA; Insurance

7.1

7.2

7.3

7.4

7.5

8.  ANTI-MONEY LAUNDERING; SANCTIONS

9.  COMPENSATION

9.1

9.2

10.  REPRESENTATIONS, WARRANTIES, COVENANTS AND CUSTOMER ACKNOWLEDGEMENTS

10.1

10.2

11.  LIABILITY

11.1

11.2

11.3

11.4

12.  CONFIDENTIALITY

12.1

12.2

13.  TERM AND TERMINATION

13.1

13.2

13.3

13.4

14.  MISCELLANEOUS

14.1

14.2

14.3

14.4

14.5

14.6

14.7

14.8

14.9

14.10

14.11

14.12

14.13

14.14

14.15

14.16

14.17

14.18

14.19

14.20

14.21

DEFINITIONS

CUSTODIAL SERVICES

Appointment of Custodian

Customer hereby appoints BNY to act as custodian of all Credited Assets and Cash to be held under, and in accordance with the terms of, this Agreement, and BNY hereby accepts such appointment. The Parties acknowledge and agree that: (i) subject to the terms hereof, Customer will remain the beneficial owner of the Credited Assets; and (ii) BNY’s duties pursuant to such appointment will be limited solely to those duties expressly undertaken pursuant to this Agreement. For the avoidance of doubt, BNY shall have no liability or responsibility for any Digital Assets or for any activities, actions, inactions related thereto, prior to the time that such Digital Assets are received by BNY in accordance with Section 3 of this Agreement and qualify as Credited Assets hereunder.

Cash held hereunder may be subject to additional deposit terms and conditions issued by BNY or the applicable Contingency Service Provider or subcustodian from time to time, including rates of interest and deposit account access.

Accounts and Wallets

BNY will establish and maintain one or more accounts in the name of the Customer on its books and records to which BNY will credit Supported Digital Assets as provided herein (each, an “Account,” and collectively, the “Accounts”).

BNY will establish and maintain one or more wallets for holding private cryptographic keys (each, a “Wallet,” and collectively, the “Wallets”) related to Asset Addresses identified to Customer in a Notice by BNY from time to time. Customer acknowledges and agrees that BNY owns and controls the Wallets for the benefit of its customer(s) and that, on Receipt of any Digital Asset at an Asset Address associated with a Wallet with the related private cryptographic keys, regardless of the Asset Address to which it is directed, BNY will have control and shall be the legal owner, for the benefit of its customer(s), thereof. Customer acknowledges and agrees that it has no direct claim to the Wallets or the related private cryptographic keys.

BNY will control and assume responsibility and liability for securing the private cryptographic keys necessary to receive or transfer Supported Digital Assets to or from the applicable Asset Address on the blockchain (each, a “Key,” and collectively, the “Keys”). Under no circumstance will Customer have access to or control the Keys.

Supported Digital Assets.

BNY’s services under this Agreement are only available with respect to those types of Digital Assets that it determines, from time to time and in its sole discretion, to be Supported Digital Assets. For the avoidance of doubt, Supported Digital Assets do not include Digital Assets, including tokens or coins, which result from or are otherwise associated with derivative, enhanced, or forked protocols, or Digital Assets which supplement or interact with Supported Digital Assets, until and unless BNY determines to support such Digital Assets.

If BNY determines to cease support for a Supported Digital Asset or to revise the applicable Supported Digital Asset Disclosure Schedule, it will provide Customer with a Push Notification ninety (90) days’ before (i) ceasing support for such Supported Digital Asset, or (ii) the effective date of any revision to the applicable Supported Digital Asset Disclosure Schedule. The period of notice will be less if such cessation or revision is required by court order, law, regulation, rule, or other similar requirement which in BNY’s judgment requires such cessation or revision to be effective with less notice, in which case the Push Notification will be provided in such shorter period as may be determined by BNY before the effective date of such cessation or revision.

Customer Use of Accounts and Wallets.

Customer will only use the Accounts and the Asset Address to receive or hold investments in Supported Digital Assets as permitted by, and consistent with, applicable law and will not use any Account:

To originate or receive third-party payments, other than transfers or receipts of Supported Digital Assets in respect of the exchange of Digital Assets or other assets held or to be held by Customer for investment or the acquisition or sale of Digital Assets in exchange for fiat funds.

To receive, send, or store any Digital Assets other than Supported Digital Assets.

The New York Uniform Commercial Code

For all purposes under the UCC, BNY hereby agrees, and Customer acknowledges and agrees, that BNY: (i) is and will act as a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC with respect to the Accounts; (ii) will treat Supported Digital Assets accepted by BNY and credited to an Account as property which constitutes “financial assets”; and (iii) undertakes to treat Customer, the Person for whom an Account is maintained, as the “entitlement holder” entitled to exercise the rights that comprise the financial assets credited thereto.

Customer acknowledges and agrees that until and unless BNY has accepted a Supported Digital Asset for credit to the Account after the satisfactory completion of its review as provided in Section 3.1(b), BNY shall have no obligation to treat Customer as the “entitlement holder” with respect to such Supported Digital Asset or to accept Instructions for the disposition of such Supported Digital Asset other than as provided in Section 3.1(d).

RECEIPT AND TRANSFER OF SUPPORTED DIGITAL ASSETS

Receipt, Transfer and Settlement

BNY has no obligation to credit any Supported Digital Asset to an Account until the Supported Digital Asset has been reviewed and accepted by BNY in accordance with the Operating Procedures.

BNY has no obligation to undertake to review and accept Supported Digital Assets for credit to an Account (i) unless such Supported Digital Assets are Received from an Authorized Counterparty, and (ii) unless BNY receives an Instruction, given before such Supported Digital Assets are Received from the Customer specifying the type and quantity of such Supported Digital Assets, the relevant Authorized Counterparties, and associated Asset Addresses from which such Supported Digital Assets will be Received, and such other information as BNY may require from time to time. BNY undertakes no duty or responsibility to review or accept Airdrops.

BNY has no obligation to undertake to transfer Credited Assets from an Account unless (i) such transfer is made to an Authorized Counterparty and associated Asset Addresses, (ii) BNY receives an Instruction from the Customer specifying the type and quantity of such Supported Digital Assets, the relevant Authorized Counterparties, Asset Addresses, and such other information as BNY may require from time to time, (iii) Customer has sufficient assets or Cash, in specie, to pay any relevant transfer, gas, or other fees for such transfer, and (iv) BNY is able to determine, in its sole but reasonable discretion, that that the Authorized Counterparty is fully compliant with applicable law, including without limitation, the Travel Rule. Customer acknowledges and agrees that the Authorized Counterparty must acknowledge that the Asset Address contained in the Instruction provided by Customer belongs to such Authorized Counterparty prior to the transmittal of any Supported Digital Asset by BNY. In the event the Authorized Counterparty fails to acknowledge such Asset Address, BNY will not be obligated to transfer any Supported Digital Asset to such Authorized Counterparty. Customer acknowledges and agrees that, unless otherwise agreed between the Parties in a Service Schedule, BNY: (i) will deliver or receive Digital Assets from or to an Account free of payment and will have no obligation to deliver or receive any Digital Assets against payment; (ii) will have no obligation hereunder to advance funds hereunder for the settlement or purchase of any Digital Asset; (iii) is not responsible hereunder for ensuring timely prepositioning of funds or Digital Assets for settlement of any transaction undertaken by Customer, whether on a DVP/RVP or any other basis; and (iv) will not be obligated to carry or record credit balances in any Account.

At all times during the term of the Agreement, Customer will ensure that BNY has a Designated Asset Address for each Supported Digital Asset on a basis consistent with the applicable Supported Digital Assets Disclosure Schedule and the Operating Procedures.

If BNY determines for any reason not to accept a Digital Asset for credit to an Account, including, without limitation, any Airdrop, such Digital Asset will not be credited to an Account and, to the extent permitted by applicable law and consistent with the reasonable technical capability of BNY, BNY may in its sole discretion upon an Instruction from Customer to transfer such Digital Asset to the Designated Asset Address or, if such Designated Asset Address does not support such Digital Asset, to an Alternative Address to be provided by Customer as soon as practicable through an Instruction, in either case at the expense of Customer. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) BNY has no obligation to obey such Instruction, (ii) any transfer of Digital Assets to BNY that are not Supported Digital Assets may result in such Digital Assets being unretrievable, and (iii) BNY assumes no responsibility or liability whatsoever with respect to such Digital Assets.

Authorized Counterparties

Customer may from time to time furnish BNY with documentation in form acceptable to BNY specifying any Intermediaries and related Asset Addresses that Customer proposes to be Authorized Counterparties. Customer agrees to respond fully to requests for information by BNY with respect to proposed and existing Authorized Counterparties and Asset Addresses.

BNY reserves the right to refuse to approve a proposed Authorized Counterparty in its discretion, which discretion will be exercised in good faith and in a commercially reasonable manner.

BNY reserves the right to from time to time withdraw its approval of any Authorized Counterparty. If it does so, it will provide Customer with five (5) days’ Push Notification before such change unless the change is required by court order, law, regulation, rule, or other similar requirement or potential reputational risk for BNY which in BNY’s judgment requires such change to be made with a shorter period of notice or with no notice, or if circumstances make it impracticable for BNY to provide such Push Notification.

AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

Authorized Persons

Instructions

Except as otherwise expressly provided in this Agreement, BNY will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement, the Operating Procedures, and any applicable Schedule.

Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions.

Customer acknowledges and agrees that: (i) Customer is solely responsible for the accuracy of its Instructions, including, without limitation its entry of any Asset Addresses; (ii) BNY has no obligation to verify the accuracy of any Asset Address provided by Customer, even if an Approved Counterparty was specified in the Instruction; and (iii) transfers of Credited Assets from an Account are irreversible, therefore, any Credited Assets transmitted to an erroneous Asset Address may not be retrievable.

Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY and acknowledges and agrees that, if Customer elects to use a means other than the Electronic Access Service, the means selected (i) may be less secure than the Electronic Access Service, (ii) will be deemed to be commercially reasonable, and (iii) Customer will be bound by the Instruction received thereby.

Where Customer may or is required to issue Instructions, Customer shall maintain and monitor a system of internal controls sufficient to provide reasonable assurance that Instructions will be issued by an Authorized Person.

BNY will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions and will be entitled to act and rely upon any Instruction received by BNY.

Any Instructions must include all information necessary (including as specified under the Operating Procedures and applicable Supported Digital Asset Disclosure Schedule) and must be delivered using such methods and in such format as BNY may require and be received within BNY’s established cut-off times and otherwise in sufficient time, to enable BNY to act upon such Instructions.

BNY reserves the right, as it in its discretion determines is necessary or appropriate, before executing any Instruction to confirm that the execution of the Instruction is consistent with the terms of this Agreement, the Operating Procedures, the applicable Schedule, and applicable law.

BNY may in its sole discretion delay acting upon any Instructions in respect of a Supported Digital Asset in accordance with Sections 3.1(a) or 3.1 (c) until it receives from (a) the sending Authorized Counterparty any Travel Rule message required by 31 CFR §§ 1010.410(f) or (b) the receiving Authorized Counterparty claims the Asset Address to which Customer has directed BNY to transfer a Credited Asset and provides a channel over which BNY may send to the receiving Authorized Counterparty the Travel Rule message required by 31 CFR § 1010.410(f).

BNY may in its sole discretion decline to act upon any Instructions that do not satisfy the requirements set forth in this Agreement, including without limitation, Sections 3, 4.2(g), and 9.1(b) or that conflict with applicable law or regulations or the Operating Procedures, operating policies and practices, in which event BNY will promptly notify Customer unless prevented from doing so by applicable law.

BNY may in its sole discretion decline to act upon or delay acting upon any Instruction in the event of a fork, any on-chain event, any change in protocol, or any other event over which BNY has no control, including, but not limited to, mechanical or electronic failure or market congestion, in which event and to the extent reasonably practicable, BNY will promptly notify Customer unless prevented from doing so by applicable law.

To the fullest extent permitted by law, BNY is not responsible for, and in no event will BNY be liable for any Loss arising out of its acceptance of a Instruction, its rejection of an Instruction or its failure to take action in accordance with the foregoing, and Customer shall indemnify and hold harmless BNY from and against all Losses resulting from any action by BNY on Customer’s Instruction (in addition and without limitation to any rights of indemnity BNY may otherwise have under this Agreement).

BNY Actions Without Instructions

Funds Transfers

Electronic Access

Customer’s use of the Electronic Access Services in connection with this Agreement will be subject to any terms and conditions contained in a separate written agreement between the Parties or their Affiliates. If an Authorized Person elects, with BNY’s prior consent, to transmit Instructions through a third-party electronic communications service, BNY will not be responsible or liable for the reliability or availability of any such service.

Customer agrees that the security procedures, if any, to be followed by Customer and BNY with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in light of its particular needs and circumstances.

Security; Access to Notices and Push Notifications

Information Security.

BNY has implemented, and agrees to maintain, information security policies and programs consistent with industry guidelines and all applicable statutes, rules or regulations, that include commercially reasonable administrative, physical and technical safeguards designed to (i) protect the privacy, confidentiality, integrity and availability against any reasonably foreseeable threats or hazards to the Customer’s Confidential Information and (ii) reasonably protect against accidental, unlawful or unauthorized access, copying, damage, destruction, disclosure, distribution, loss, manipulation, modification, processing, use, reuse, interception, or transmission of such Confidential Information. This Section 4.7 shall survive the termination of this Agreement for so long as BNY is in possession of the Customer’s Confidential Information.

Administrative Safeguards. BNY has implemented, and agrees to maintain, commercially reasonable administrative safeguards that include, but are not limited to, (i) security awareness training designed to ensure understanding of responsibilities in guarding against security events and unauthorized use or access to Confidential Information, (ii) logging procedures to proactively monitor user and system activity, (iii) due diligence processes for any approved subcontractors processing Confidential Information, (iv) access termination procedures for timely revocation of access, (v) periodic user entitlement review processes, (vi) software development and change management processes, and (vii) security incident management policies and procedures for the detection, investigation, notification, evidence preservation and remediation of any security incident.

Physical Safeguards. BNY has implemented, and agrees to maintain, commercially reasonable physical safeguards that include, but are not limited to, (i) access controls at facilities processing Confidential Information, (ii) secured transport and appropriate disposal of physical media and paper waste containing Confidential Information, and (iii) controls designed to protect against environmental hazards (e.g., water or fire damage).

Technical Safeguards. BNY has implemented, and agrees to maintain, commercially reasonable technical safeguards that include, but are not limited to, (i) logical separation of Confidential Information on information systems, (ii) access controls to maintain appropriate segregation of duties and limit access to information resources on a need-to-know and least privileged basis, (iii) complex passwords at least seven characters in length, changed on a regular basis, and stored and transmitted in a secure manner, (iv) device and software management controls to guard against viruses and other malicious or unauthorized software, (v) information system and software patching consistent with manufacturer recommendations, (vi) intrusion detection and prevention systems to guard against unauthorized information system access, (vii) encryption of Confidential Information transmitted across unsecure or public networks including enforcement of Transport Layer Security for e-mail exchanged between BNY and the Customer, (viii) encryption of Confidential Information stored on mobile media, and mobile electronic devices, and (ix) audit logging that records user and system activities.

Assessment & Remediation. The Customers, acting collectively through an authorized representative reasonably acceptable to BNY, at no additional expense and with reasonable notice, may no more than once per year inspect documentation concerning BNY’s information security practices and safeguards and may visit facilities relevant to the services provided to the Customer, provided, however, that no such documentation may be copied or removed from BNY’s premises. BNY, as its sole expense, shall commission an independent penetration test of externally facing information systems that process Confidential Information on at least an annual basis, remediate any material findings within a commercially reasonable timeframe, and provide the Customer with copies of any relevant independent SOC 1 audits.

Security Incident Management & Breach Notification. BNY will notify the Customer, as promptly as reasonably possible under the circumstances, upon learning of a Security Incident (as defined below) involving the Customer’s Confidential Information. Security Incidents are defined as (1) the actual unauthorized access to or use of the Customer’s Confidential Information, or (2) the unauthorized disclosure, loss, theft or manipulation of the Customer’s Confidential Information that has the potential to cause harm to the Customer’s systems, employees, customers, information or brand name. Notification shall take the form of a phone call to the designated Customer contact(s) and shall include at a minimum, (a) problem statement or description, (b) expected resolution time (if known), and (c) the name and phone number of BNY representative that the Customer may contact to obtain updates. BNY agrees to keep the Customer informed of progress and actions taken to resolve the incident and cooperate with the Customer in any litigation or investigation arising from said incident. Unless such disclosure is mandated by law, the Customer in its sole discretion will determine whether to provide explicit notification to the Customer’s shareholders, customers or employees concerning incidents involving the Customer’s personally identifiable information relating to such persons.

USE OF AGENTS

BNY LIEN; SETOFF

BNY Lien; Further Assurances

In order to secure payment of Customer’s obligations (whether or not liquidated or matured) to BNY, relating to or arising under this Agreement or any other agreement with BNY, and in addition to any preference, lien or other rights and security interest to which BNY may be entitled under applicable law or any other agreement, Customer hereby pledges and grants to BNY, and agrees BNY will have to the maximum extent permitted by law, but (i) subject to any line of credit for the Customer of which BNY is advised and (ii) only to the extent of Customer’s obligation and only during the period such obligation is outstanding, a continuing first lien and security interest in: (i) all of Customer’s right, title and interest in and to all Accounts in Customer’s name and the Credited Assets now or hereafter credited to such Accounts (including proceeds thereof) but only to the extent of Customer’s obligation and only during the period such obligation is outstanding and (ii) Customer’s rights in any other property at any time held for Customer by, or obligation due to Customer from, BNY (including any interest or rights of Customer in any Digital Asset held by BNY in any Wallet); provided that Customer does not hereby grant a security interest in any assets issued by an affiliate (as such term is defined in Section 23A of the U.S. Federal Reserve Act, 12 USC 371c) of BNY.

Customer will take any additional steps required to assure BNY of such priority security interest, including notifying third parties or obtaining their consent. BNY will be entitled to sell assets in the Account to the extent necessary to obtain reimbursement. In this regard, BNY will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules, and regulations as then in effect as if Customer is in default.

Right of Setoff

Currency Conversion

STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA; Insurance

Statements

Books and Records

Insurance.

Third Party Data

Customer acknowledges that BNY will be receiving, utilizing and relying on Market Data and other data provided by Customer and/or by third parties in connection with its performance of the services hereunder (collectively, “Third Party Data”). BNY is entitled to rely without inquiry on all Third Party Data provided to BNY hereunder (and all Instructions related to Third Party Data), and BNY makes no assurances or warranties in relation to the accuracy, staleness or completeness of Third Party Data and will not be responsible or liable for any Losses incurred as a result of any Third Party Data that is inaccurate, stale or incomplete. BNY may follow Instructions with respect to Third Party Data, even if such Instructions direct BNY to override its usual procedures and data sources or if BNY, in performing services for itself or others (including services similar to those performed for Customer), receives different Third Party Data for the same or similar Supported Digital Assets.

Although statements and reports provided by BNY hereunder with respect to the Accounts may contain values of, and pricing information in relation to, Credited Assets held pursuant to this Agreement, BNY does not undertake any duty or responsibility under this Agreement to report such values or pricing information.

Investment of Cash

ANTI-MONEY LAUNDERING; SANCTIONS

Section 326 of the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (including its implementing regulations) requires BNY to implement a customer identification program pursuant to which BNY must obtain certain information from Customer in order to verify Customer’s identity prior to establishing an Account.

f Customer at any time holds assets on behalf of its customers through the Account and is either (i) a “financial institution” of a class required to by the Secretary of the Treasury (“Secretary”) to maintain appropriate procedures, including the collection and reporting of certain information, as required by the Secretary under 31 USC 5318(a)(2) (“Programmatic Requirements”), or (ii) is an entity subject to anti-money laundering or similar requirements under any other law of any jurisdiction, then (in either case):Customer has the responsibility to, and shall with reasonable diligence, satisfy any compliance requirement or obligation with respect to each of its customers under the Programmatic Requirements or any other applicable anti-money laundering laws or similar requirements.

Throughout the term of this Agreement, Customer: (i) will have in place and will implement policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to its clients (to the extent the Assets are client assets) and with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will ensure that neither Customer nor any of its Affiliates, directors, officers, employees or clients (to the extent the Assets are client assets) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions, and (iii) will not, directly or indirectly, use the Accounts in any manner that would result in a violation by Customer or BNY of Sanctions.

Customer acknowledges and agrees that, in connection with the services provided by BNY under this Agreement, each of Customer’s authorized participants is not a customer or joint customer with BNY. Customer (and not BNY) has the responsibility to, and will, fulfill any compliance requirement or obligation with respect to each of its authorized participants under all Anti-Money Laundering Laws. Without limiting any obligation imposed on Customer by Anti-Money Laundering Laws, throughout the term of this Agreement, Customer will maintain a compliance program with respect to its authorized participants that includes the following: (i) a know-your-customer program in order to understand and verify the identity of each authorized participant, in accordance with the requirements of the Bank Secrecy Act and the relevant regulations thereunder, (ii) a transaction surveillance and monitoring program, and (iii) a policy for identifying and reporting any suspicious transactions and/or activities with respect to each authorized participant to the appropriate law enforcement and regulatory authorities and to BNY where related to the services provided by BNY hereunder.

Customer will promptly provide to BNY such information as BNY reasonably requests in connection with the matters referenced in this Section 8, including: (i) information regarding the Accounts, (ii) the Assets, and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, to the extent known to Customer, (iv) Customer’s anti-money laundering and Sanctions

BNY may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 8. If BNY declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, BNY will inform Customer as soon as reasonably practicable.

BNY represents and warrants that it is in compliance, in all material respects, with, and will continue to comply with, anti-money laundering laws and regulations applicable to it; BNY is a financial institution subject to the USA PATRIOT Act of 2001, as amended, (the “Patriot Act”) and that it has established policies and procedures designed to prevent and detect money laundering, including the processes to meet the anti-money laundering requirements of the Patriot Act and the rules and regulations promulgated thereunder. Additionally, neither BNY nor any person or entity controlling, controlled by, or under common control with the BNY or for whom BNY is acting as agent or nominee is a country, territory, organization, person or entity named on the Office of Foreign Assets Control (“OFAC”) list maintained by the U.S. Treasury Department.

COMPENSATION

Fees and Expenses

In consideration of BNY’s services provided hereunder, Customer will (i) pay to BNY the fees set forth in the agreed upon fee schedule (as such fee schedule may be amended by mutual agreement between BNY and Customer and (ii) reimburse BNY for any out-of-pocket and incidental expenses incurred by BNY in connection therewith. Unless otherwise agreed by the Parties, such amounts will be payable to BNY within thirty (30) days of Customer’s receipt of the relevant invoice. Without limiting BNY’s other rights set forth in this Agreement, BNY may charge interest on overdue amounts at a rate then charged by BNY to its institutional custody clients in the relevant currency.

BNY reserves the right to charge any public network fees (including miner fees) to process a Supported Digital Asset, or any other, transaction on behalf or on the Instruction of Customer. Customer acknowledges and agrees that it is solely responsible for the correct specie of the transfer fee or other gas fee required to perform any transaction, and that BNY has no obligation to exchange or convert any Cash or other Supported Digital Asset for such transfer or gas fee. Any fee quoted by BNY may be stale by the time of transfer and subject to the pricing disclaimer in Section 11.2(i) and any relevant disclaimer in the fee schedule. BNY is not liable for any differences between any quoted fee and the actual fee or if the transfer does not occur because of insufficient fees, even if the insufficient fees were caused by the delay.

Other Compensation

Customer acknowledges that, as part of BNY’s compensation, BNY will earn interest on Cash balances held by BNY (including disbursement balances, balances arising from purchase and sale transactions and when Cash otherwise remains uninvested) as provided in BNY’s compensation disclosures.

Where an error or omission has occurred under this Agreement that results in an unintended gain, provided that Customer is put in the same or equivalent position as it would have been in had such error or omission not occurred, any such gain will be solely for the account of BNY without any duty to report such gain to Customer.

REPRESENTATIONS, WARRANTIES, COVENANTS AND CUSTOMER ACKNOWLEDGEMENTS

BNY

BNY represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms.

BNY represents and warrants that it is conducting its business in material compliance with laws applicable to BNY in providing the services hereunder, and has obtained regulatory licenses, approvals and consents necessary to provide the services contemplated herein.

BNY represents and warrants that the Agreement has been duly authorized executed and delivered by BNY and constitutes a valid and legally binding obligation of BNY, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.

Customer

Customers represents, warrants, and covenants to BNY that:

(A) Customer is duly organized, validly existing and in good standing in its jurisdiction of organization; (B) Customer has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (C) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms.

Customer represents and warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.

Except as otherwise acknowledged in writing by BNY, Customer is the sole beneficial owner of the Credited Assets, and such other property at any time held by BNY or any of its Affiliates for Customer, free and clear of all liens, claims and security interests (except for those granted in accordance with this Agreement or as otherwise acknowledged in writing by BNY), and that any lien or security interest granted hereunder to BNY will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute).

Each time Customer gives an Instruction providing for a transaction in Digital Assets with an Authorized Counterparty, Customer will be deemed to have represented and warranted to BNY the information, including without limitation the name, street address, and Asset Addresses with respect to each such Authorized Counterparty disclosed to BNY is complete and accurate in all material respects.

Customer acknowledges and agrees that:

Customer acknowledges that the risk of loss in trading or holding Digital Assets, including the use of Digital Assets and any related networks and protocols, can be substantial. Customer has made its own suitability determination as to engaging in such activities and BNY makes no representations or warranties regarding the value of Digital Assets or the security or performance of any related network or protocol or recommendations as to whether to purchase or sell Digital Assets.

Any transfer of Digital Assets to BNY that are not Supported Digital Assets may result in such Digital Assets being unretrievable and to that extent BNY assumes no responsibility or liability whatsoever with respect to such Digital Assets.

None of BNY nor any of its Affiliates is a tax adviser and none of BNY nor any of its Affiliates will, under any circumstances, provide tax advice to Customer. Customer will obtain its own independent tax advice for any tax-related matters or Tax Obligations.

Approval by BNY of any Authorized Counterparty shall not be deemed to be an endorsement or validation of such Authorized Counterparty by BNY and Customer shall be solely responsible for its decision to transact with such Authorized Counterparty.

BNY does not own or control the underlying software protocols or blockchain networks for any Digital Assets and is not responsible for their design or the means by which consensus is achieved on such networks.

BNY is not able to determine independently of the consensus achieved by the underlying software protocols or on the blockchain network the adequacy of the entitlement to, the validity or genuineness of, any Digital Assets received by it or delivered by it pursuant to this Agreement.

BNY makes no guarantee of the functionality, security, or availability of the underlying software protocols or networks for any Digital Assets.

BNY has no obligation:

to credit any Supported Digital Asset to an Account until the Supported Digital Asset has been reviewed and accepted by BNY;

with respect to any Supported Digital Asset after such Supported Digital Asset is, pursuant to an Instruction, withdrawn from an Account and transferred to an external Asset Address;

to inquire into, make recommendations, supervise, or determine the suitability of any transactions specified in, or to otherwise question any, Instructions;

to review or accept Airdrops;

To monitor the Credited Assets to determine whether Customer complies with limitations on ownership or any restrictions on investors provided for by local law, regulations, or market practice, or provisions in the white paper, any smart contract, or any other requirement associated with any Digital Asset.BNY has no duty to notify Customer of on-chain events or any other on-chain matter, whether or not likely to, affect the utility, value or security of any Credited Assets; or

With respect to any matters related to: the establishment, maintenance operation or termination of Customer; or the offer, sale, or distribution of the shares of, or interests in, Customer.

BNY has no duty to cause the exercise of any right that may be exercised or alternate courses of action that may be taken with respect to Credited Assets in connection with an on-chain event.

BNY has no responsibility or liability for failing to solicit or comply with Instructions with respect to an on-chain event.

The protocols associated with any Digital Asset may:

cause a Digital Asset transferred to an Asset Address not, given the limitations of BNY’s systems and technology, to be visible to BNY or subject to its control, and that BNY is not responsible for monitoring or otherwise interacting with any such Digital Asset on behalf of Customer; and

be subject to forks that may materially affect the value, function, or other attributes of the Supported Digital Assets credited to an Account or Digital Asset transferred to an Asset Address and that:

in the event of a fork, BNY may temporarily or permanently suspend any affected Supported Digital Assets, without advance notice to Customer, and may in its sole discretion decide whether or not to support or cease supporting any branch of the forked protocol; and

BNY assumes no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

LIABILITY

Standard of Care

Limitation of Liability

BNY’s liability arising out of or relating to this Agreement will be limited solely to those direct damages that are caused by BNY’s failure to perform its obligations under this Agreement in accordance with the Standard of Care In no event will BNY, its Affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives be liable for any indirect, incidental, consequential, exemplary, punitive or special losses or damages, or for any loss of revenues, profits or business opportunity, arising out of or relating to this Agreement (whether or not foreseeable and even if BNY has been advised of the possibility of such losses or damages).In no event BNY, its Affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, be liable in aggregate for any amount greater than the U.S. Dollar value of the Credited Assets lost.

Notwithstanding anything to the contrary set forth in this Agreement, in no event will BNY be liable for any Losses arising out of any of the following:

BNY’s reliance on Instructions given by Customer in accordance with this Agreement;

BNY’s receipt or acceptance of fraudulent or invalid Digital Assets or any Digital Assets that are not Supported Digital Assets;

BNY’s review or non-acceptance of any Supported Digital Assets as described in Section 3.1(b), including but not limited to delay of Customer to issue Instructions with respect to such Supported Digital Asset pending the completion of such review.

BNY’s approval, refusal, or withdrawal of approval with respect to any Authorized Counterparty as described in Section 3.2.

As to any matter with respect to which BNY is required to act only upon the receipt of Instructions, (A) BNY’s failure to act in the absence of such Instructions or (B) Instructions that are late or incomplete or do not otherwise satisfy the requirements of Section 4.2(g), whether or not BNY acted upon such Instructions;

BNY’s receipt or transmission of any data to or from Customer or any Authorized Person via any non-secure method of transmission or communication selected by Customer;

Customer’s use of any Accounts on a basis inconsistent with Section 2.4;

BNY’s disposition of any Supported Digital Asset or any other Digital Asset as provided in Section3.1(e), including without limitation (A) provided such Digital Asset was sold on an established exchange for Digital Assets, any failure to receive best execution therefor, or (B) the imposition of any Tax Obligations in connection with the disposition of such Digital Asset;The insolvency of any Person, including any Service Provider, Digital Asset exchange or trading facility, or counterparty to the settlement of a transaction;

Any Tax Obligations of Customer or any Losses of Customer in relation to Tax Obligations;

BNY’s delay in acting, or declining to act, upon Instructions as described in Sections 4.2; or

Customer’s or an Authorized Person’s decision to invest in Digital Assets or to hold Cash in any currency.

Customer acknowledges and agrees that, to the fullest extent permitted by law, BNY is not responsible for, and in no event will BNY be liable for any Losses arising out of, the operation of any protocols or networks, including any Losses resulting from delays in the processing or validation of transfers of Supported Digital Assets on a protocol or network, BNY’s inability to retrieve or otherwise deal with any

BNY may in its sole discretion transfer affected Digital Assets in accordance with Section 3.1(d)). To the fullest extent permitted by law, BNY is not responsible for, and in no event will BNY be liable for any losses or damages arising out of the foregoing and Customer shall indemnify and hold harmless BNY from and against all losses, costs, expenses, damages, and liabilities (including reasonable counsel fees and expenses) resulting from any action by BNY on Customer’s Instruction involving an unsupported branch of a forked protocol or tokens or coins associated therewith (in addition and without limitation to any rights of indemnity BNY may otherwise have under this Agreement).

Customer acknowledges that: (i) BNY does not provide investment, tax, or legal advice, including with regard to the suitability or value of any Supported Digital Assets; (ii) that BNY has no liability regarding any selection of any Supported Digital Asset that is held by Customer through the Accounts; and (iii) Customer is solely responsible for all transactions in Supported Digital Assets hereunder, which will be executed based on Instructions from Customer.

If BNY is in doubt as to any action it should or should not take, either pursuant to, or in the absence of, Instructions, BNY may obtain the advice of either reputable counsel of its own choosing or counsel to Customer, and BNY will not be liable for acting in accordance with such advice so long as its actions are consistent with the Standard of Care.

Customer acknowledges that, in performing its duties and responsibilities under this agreement, so long as BNY has acted materially withing BNY’s then existing standards and policies applicable to such duties and responsibilities, including, without limitation, applicable Operating Procedures and Schedules, BNY will be deemed to have met the Standard of Care and Customer will not claim that any Losses arise from BNY’s failure to meet the Standard of Care; provided, that. such standards and procedures are: (i) of the type that Customer has been made aware of or should be aware of due to its course of dealing with BNY; and (ii) meet the standards that would be expected of a peer financial institution acting in the capacities set forth in this agreement, which shall at a minimum require BNY to act without negligence, bad faith or willful misconduct.

Unless otherwise agreed in writing by the parties, BNY has no obligation to provide any staking services, and Customer agrees it may not stake any Supported Digital Assets held in the Account.

Customer acknowledges and assumes sole responsibility for the following:

This agreement and other related information provided by BNY to Customer cannot and does not disclose all of the risks, associated with Digital Assets, Customer is responsible for understanding those risks and understands and agrees, except as specifically provided herein, that informing Customer of such risks is not a duty or responsibility of BNY;

The price and liquidity of Digital Assets has been subject to substantial fluctuations in the past and may be subject to similar fluctuations in the future;

Digital Assets are not legal tender, are not backed by the government, and Account and the Supported Digital Assets accepted into the Account are not considered deposits under the applicable law and are not subject to deposit insurance protection, including, but not limited to, Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;

legislative and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;

transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;

the value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Assets should the market for that Digital Assets disappear;

there is no assurance that a person who accepts a Digital Assets as payment today will continue to do so in the future;

the volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant loss over a short period of time;

the nature of Digital Assets may lead to an increased risk of fraud or cyber attack; and

the nature of Digital Assets means that any technological difficulties experienced by BNY may prevent the access or use of Customer’s Digital Assets.

Force Majeure

Indemnification

CONFIDENTIALITY

Confidentiality Obligations

Each Party agrees to use the Confidential Information of the other Party solely to accomplish the purposes of this Agreement and, except in connection with such purposes or as otherwise permitted herein, not to disclose such information to any other Person without the prior written consent of the other Party.

Notwithstanding the foregoing, BNY may (and Customer consents to): (i) use Customer’s Confidential Information in connection with certain functions performed on a centralized basis by BNY, its Affiliates and joint ventures and their service providers that are subject to confidentiality obligations (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage); (ii) disclosure of Customer’s Confidential Information to BNY Affiliates and joint ventures and to its and their service providers or any other person that BNY reasonably believes is required to receive such information in connection with BNY’s provision of relevant services under this Agreement, including, without limitation, any Authorized Counterparty, agent, or Contingency Service Provider, who are subject to confidentiality obligations, (iii) store the names and business contact information of Customer’s employees and representatives relating to this Agreement on the systems or in the records of its Affiliates and joint ventures and its and their service providers; and (iv) permit service providers to identify transaction to or from the Wallets as being for the account of BNY. BNY shall not market, lease, sell or otherwise use aggregated data that includes Customer’s Confidential Information to generate revenue from another client or customer of BNY or its affiliates. BNY may aggregate information regarding Customer and the Accounts on an anonymized basis with other similar client data and may use such aggregated data in regulatory reports and/or marketing materials prepared for BNY’s shareholders, other clients or potential clients, provided that BNY shall not distribute the aggregated data in a format that identifies Customer. BNY may use the aggregated data to research, develop and test new products and services in connection with the services provided under this Agreement. In connection with the offering of any products or services that would use the aggregated data, BNY will first seek the express written consent of Customer before BNY can market, lease, sell otherwise commercially offer such products or services using aggregated data that includes Customer’s Confidential Information to generate new revenue or other consideration or charge additional fees for such future products or services from Customer or another client or customer of BNY. Notwithstanding the foregoing, unless such information regarding Customer and the Accounts is aggregated and anonymized, no such consent is provided for disclosure of information regarding Customer and the Accounts to affiliates and subsidiaries of BNY operating as a registered investment manager or adviser to funds, other collective investment vehicles, separate accounts or other investment management products

Exceptions

TERM AND TERMINATION

Term

The term of this Agreement will commence on the Effective Date and unless terminated pursuant to its terms, shall continue until 11:59 PM (Eastern Time) on the date which is 5 years after the Effective Date (the “Initial Term”), at which time this Agreement shall terminate, unless renewed in accordance with the terms hereof.

Renewal. This Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless the Customer or BNY gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a “Non-Renewal Notice”). In the event a party provides a Non-Renewal Notice, this Agreement shall terminate at 11:59 PM (Eastern Time) on the last day of the Initial Term or Renewal Term, as applicable.

Termination

If the Customer or BNY materially breaches this Agreement (a “Defaulting Party”) the other party (the “Non Defaulting Party”) may give written notice thereof to the Defaulting Party (“Breach Notice”), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party (“Breach Termination Notice”), in which case this Agreement shall terminate as of 11:59 PM (Eastern Time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or then-current Renewal Term, as appropriate). In all cases, termination by the Non Defaulting Party shall not constitute a waiver by the Non Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

Notwithstanding any other provision of this Agreement, a party to this agreement (the “Solvent Party”) may, in its sole discretion, terminate this Agreement immediately by sending notice thereof to the other party (the “Insolvent Party”) upon the happening of any of the following: (i) the Insolvent Party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the Insolvent Party any such case or proceeding; (ii) the Insolvent Party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the Insolvent Party or any substantial part of its property or there is commenced against the Insolvent Party any such case or proceeding; (iii) the Insolvent Party makes a general assignment for the benefit of creditors; or (iv) the Insolvent Party admits in any recorded medium, written, electronic or otherwise, its inability to pay its debts as they come due. The Solvent Party may exercise its termination right under this Section 13.2 at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such

Notwithstanding anything in this Section 13.2 or elsewhere to the contrary, BNY may terminate this Agreement immediately upon notice to the Customer if: (i) the Customer fails to meet its material obligations under Sections 8 of this Agreement; (ii) BNY determines, in its sole but reasonable discretion, that continuing to provide the services hereunder would subject it to regulatory, legal or reputational risks which it is not otherwise aware of as of the date of the execution of this agreement; (iii) or such termination is required by court order, law, regulation, rule, regulation, regulatory mandate or other similar requirement which in BNY’s judgment requires termination.

Effect of Termination

Upon termination hereof, Customer will pay to BNY such compensation as may be due to BNY, and will reimburse BNY for other amounts payable or reimbursable to BNY hereunder, through the date of termination.

If any Credited Assets remain in any Account after termination, Customer shall give Instructions to BNY for the transfer of all such Credited Assets from the Accounts as soon as practicable in accordance with the Operating Procedures, but in any event by no later than five (5) days following termination. Incremental Transfers of Digital Assets into the Account are not permitted.

BNY will follow such reasonable Instructions as Customer issues concerning the transfer of custody of records, Credited Assets and other items; provided that (i) BNY will have no responsibility or liability for shipping and insurance costs associated therewith and (ii) full payment has been made to BNY of its compensation, costs, expenses and other amounts to which it is entitled hereunder.

The terms of this Agreement (including the terms relating to fees payable to BNY) will continue to apply from day to day until all Credited Assets and Cash are transferred in accordance with this Section, except that no additional Digital Assets or Cash will be accepted by BNY or any Service Provider after such date, and Customer agrees not to transfer any Digital Asset to BNY, other than with BNY’s express prior consent, and Customer will have a continuing obligation to provide BNY as soon as possible with the details of the Authorized Counterparty or Authorized Counterparties, with applicable Asset Addresses, to whom any remaining Credited Assets are to be transferred.

Survival

MISCELLANEOUS

Operating Procedures and Schedules

Operating Procedures are available, as in effect and as the same may be amended from time to time, and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer. BNY may, from time to time, issue amended Operating Procedures that, upon their effective date, will supersede any preceding Operating Procedures. Customer shall be deemed to acknowledge its acceptance of, and to agree to, any such amendment by not closing and/or by continuing to use the Accounts after the effective date of such amendment.

BNY may offer Services that are incidental to and supplement the services provided under this Agreement. Each Service will be described, and the terms and conditions (including compensation) applicable to a subscription to such Service will be set forth, in a Service Schedule available, as the same may be amended from time to time, and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer. BNY may, from time to time, issue an amendment to a Service Schedule that, upon its effective date, will supersede any preceding version of such Service Schedule. If Customer has subscribed to the relevant Service, Customer shall be deemed to acknowledge its acceptance of, and to agree to, any such amendment by not closing and/or by continuing to use such Service after the effective date of such amendment.

When BNY determines to support a particular type of Digital Asset as a Supported Digital Asset, it will issue a Supported Digital Asset Disclosure Schedule with respect to such Supported Digital Asset. Such Supported Digital Asset Disclosure Schedule, as the same may be amended from time to time, and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer. BNY may, from time to time, issue an amendment to a Supported Digital Asset Disclosure Schedule as provided in Section 2.3(b).

Each of Customer and BNY are bound by any Operating Procedures, Service Schedules for Services subscribed to by Customer, Supported Digital Asset Disclosure Schedules, and, on the effective dates thereof, any amendments thereto, in the same manner as it is bound by the provisions of this Agreement.

Amendment

Except as provided in Section 14.2(a), this Agreement may be amended or modified only in a written agreement signed by an authorized representative of each Party. For purposes of the foregoing, email exchanges between the Parties will not be deemed to constitute a written agreement.

Solely with respect to amendments made applicable to all or substantially all customers of BNY’s Digital Asset Custody services, or other Services, of the type covered by this Agreement, and which do not have a material adverse impact solely on Customer, this Agreement may be modified by BNY effective on the thirtieth (30th) day after a Push Notification. Customer shall be deemed to acknowledge its acceptance of, and agree to any such amendment by not closing and/or by continuing to use the Accounts after the effective date of such amendment. The form of this Agreement, as it may be amended from time to time, will be provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer. For the avoidance of doubt, any amendments to this Agreement which only impact Customer, would follow the terms set forth in Section 14.2(a) above.

Push Notifications

Customer will be responsible for enrolling its designated Authorized Persons in the Electronic Communication System. BNY will broadcast Push Notifications using the Electronic Communication System. Whether or not a designated Authorized Person or Authorized Persons of Customer are enrolled in the Electronic Communication System or have actually received notice of such Push Notification, Customer will be deemed to have received a Push Notification on the date of its broadcast on the Electronic Communication System.

If at any time BNY issues any amendment to this Agreement as provided in Section 14.2(b), issues or reissues Operating Procedures as provided in Section 14.1(a), or any Schedule (or any amendment thereto) as provided in Section 2.3(b) or Section 14.1(b), BNY will broadcast a Push Notification on the Electronic Communication System.

Whether or not Authorized Persons of Customer are enrolled in the Electronic Communication System or actually receive notice of such Push Notification, Customer will be deemed to have received a Push Notification broadcast on the Electronic Communication System and, on the effective day of such issuance.

Assignment

Governing Law/Forum

The substantive laws of the state of New York (without regard to its conflicts of law provisions) will govern all matters arising out of or relating to this Agreement, including the establishment and maintenance of the Accounts and for purposes of the UCC and all issues specified in Article 2(1) of the Hague Securities Convention.

Each Party irrevocably agrees that all legal actions or proceedings brought by it against the other Party arising out of or relating to this Agreement will be brought solely and exclusively before the state or federal courts situated in New York City, New York. Each Party irrevocably submits to personal jurisdiction in such courts and waives any objection which it may now or hereafter have based on improper venue or forum non conveniens. The Parties hereby unconditionally waive, to the fullest extent permitted by applicable law, any right to a jury trial with respect to any such actions or proceedings.

Business Continuity/Disaster Recovery

BNY shall provide internally, or shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY shall, at no additional expense to the Customer, take reasonable steps to minimize service interruptions. Provided BNY Mellon has acted with the reasonable care and due diligence of persons acting in a similar capacity and maintains the business continuity plan contemplated in this section of the Agreement and further provided such loss of data or service interruption caused by equipment failure is not caused by BNY’s failure to meet the Standard of Care set forth in Section 11.1 of this Agreement in the performance of its duties under this Agreement, BNY shall have no liability with respect to the loss of data or service interruptions caused by equipment failure. Summaries of Custodian’s disaster recovery and business resiliency/continuity plans (“DR Plans”) pertinent to the services provided hereunder, which shall address Custodian’s ability to render services under this Agreement during and after a significant business disruption, including the availability to Custodian of back-up services and redundancies, will be provided to the Customer. Custodian reserves the right to edit or update its DR Plans as needed from time to time, without notice, so long as the changes do not materially compromise Custodian’s ability to maintain services in accordance with this Agreement.

Upon written request of the Customer, Custodian agrees to report to the Customer on its business continuity policy which may include an annual presentation on its business continuity procedures. Custodian’s DR Plans shall be tested no less than annually with the ability of the Customer to participate in the testing unless impracticable. BNY shall provide the Customer with summary results of such testing on an annual basis and, where unsuccessful tests or significant issues related to the services provided hereunder arise, provide sufficient evidence of remediation or resolution. Custodian agrees to maintain a log of all business continuity events and report material business continuity events affecting the services hereunder to the Customer or their designee upon Custodian becoming aware of any such event, as well as steps proposed in order to minimize any

BNY is entitled to utilize Contingency Service Providers as it deems necessary for the performance of services hereunder in the event of a contingency that impairs BNY’s ability to perform such service directly. BNY’s liability for the activities of any Contingency Service Provider under this Agreement will be limited to the extent resulting directly from BNY’s failure to exercise the Standard of Care in selecting, retaining, and monitoring such Contingency Service Provider.

Audit Rights.

Upon thirty (30) days’ written notice and not more frequently than once in any twelve month period, the Customer or its designee may, subject to Custodian’s reasonable security and confidentiality requirements, inspect and/or conduct site visits to (i) review and assess relevant independent SOC 1 audits provided by Custodian evaluating Custodian’s processes and controls for any procedures relevant to the services, (ii) review and assess a summary of BNY or an Affiliate’s disaster recovery and business continuity plans, and (iii) review and assess the BNY’s compliance with this Agreement including, without limitation, the assessment of fees and possible overpricing and overcharging and the allocation of income and proceeds to the Customer. BNY agrees to cooperate with the Customer’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably disrupt Custodian’s ability to provide services to other clients in the course of its normal business.

Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the Customer. Any adjustments and/or payments that must be made as a result of any such audit or inspection of BNY’s invoices and/or records, including for any overpricing or overcharging by BNY, shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of the Customer’s findings to BNY. Custodian shall not be entitled to reimbursement or repayment by the Customer or its affiliate for any costs or expenses incurred as a result of their efforts to comply with obligations under this Section 14.7.

Custodian shall not be required to provide access to any systems or data or records that are not directly related to the provision of services to the Customer and in no event shall such reviews include any systems, data or other information relating to other clients of Custodian or any proprietary or confidential information of Custodian or require Custodian to disclose any information that would or might result in the waiver of any attorney-client privilege or other confidentiality privilege.

Mandatory Changes.

Data Ownership.

Service Level Agreements.

Excluded Parties.

Sovereign Immunity

Non-Fiduciary Status

Notices

Entire Agreement

This Agreement, the Operating Procedures and any applicable Schedules constitute the sole and entire agreement among the Parties with respect to the matters dealt with herein, and merge, integrate and supersede all prior and contemporaneous discussions, agreements, and understandings between the Parties, whether oral or written, with respect to such matters. The performance by BNY hereunder and the obligations of each Customer shall be subject to, and bound by, as appropriate, this Agreement (as amended from time to time, and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer), as may be supplemented by the Operating Procedures (as amended from time to time and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer), any applicable Service Schedules (as amended from time to time available here) and the Supported Digital Assets Disclosure Schedules (as amended from time to time and provided to Customer and/or posted on a website, the address of which is provided by BNY to Customer).

It is intended that the Agreement, the Operating Procedures, and the Schedules will together govern the relationship between BNY and Customer. If there is a conflict between this Agreement (including this Agreement as amended pursuant to Section 14.3) and the Operating Procedures or any applicable Schedules, this Agreement controls (except as to any Service that is specifically excluded under the Agreement). If there is a conflict between the Operating Procedures and the Schedules, the Operating Procedure controls.

No Third Party Beneficiaries

Counterparts

Interpretation

No Waiver

Headings

Severability

/s/ Gerard Connors

/s/ Rudolf E. Reitmann