8-K
Grayscale Bitcoin Trust ETF (GBTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2023
Grayscale Bitcoin Trust (BTC)
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-56121 | 46-7019388 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br>Identification No.) |
| c/o Grayscale Investments, LLC | ||
| --- | --- | |
| 290 Harbor Drive, 4th Floor | ||
| Stamford, Connecticut | 06902 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212 668-1427
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Grayscale Bitcoin Trust (BTC) Shares | GBTC | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
|---|
Transfer Agency and Service Agreement
On November 16, 2023, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Bitcoin Trust (BTC) (the “Trust”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), entered into a Transfer Agency and Service Agreement (the “Transfer Agency and Service Agreement”) engaging BNY Mellon to serve as the transfer agent for the Trust (the “Transfer Agent”). Under the Transfer Agency and Service Agreement, the Transfer Agent will provide the following services to the Trust and the Sponsor: (1) facilitate the issuance and redemption of shares of the Trust; (2) respond to correspondence by Trust shareholders and others relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Trust.
Although executed as of November 16, 2023, the Transfer Agency and Service Agreement shall not become effective and the services to be provided under the Transfer Agency and Service Agreement shall not be provided until the date on which shares of the Trust begin trading on NYSE Arca as shares of an exchange-traded product (the “Uplisting Date”).
The Trust will indemnify and hold harmless the Transfer Agent, and the Transfer Agent will incur no liability, in connection with the Agreement, or as a result of acting upon any instructions reasonably believed by the Transfer Agent to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any losses caused by the Transfer Agent’s fraud, negligence, or willful misconduct or that of its employees, agents or attorneys-in-fact.
Fees paid to the Transfer Agent are a Sponsor-paid Expense (as defined in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).
BNY Mellon also serves as the administrator for the Trust.
The foregoing description is a summary, does not purport to be a complete description of the Transfer Agency and Service Agreement, and is qualified in its entirety by reference to the Transfer Agency and Service Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Co-Transfer Agency Agreement
On November 16, 2023, the Sponsor and Continental Stock Transfer & Trust Company, a Delaware corporation (“Continental”), entered into a Co-Transfer Agency Agreement (the “Co-Transfer Agency Agreement”) engaging Continental to serve as a co-transfer agent for the Trust (the “Co-Transfer Agent”). The Co-Transfer Agency Agreement sets forth the obligations and responsibilities of the Co-Transfer Agent with respect to transfer agency services for certain Trust shares held in book-entry form prior to the Uplisting Date.
Although executed as of November 16, 2023, the Co-Transfer Agency Agreement shall not become effective and the services to be provided under the Co-Transfer Agency Agreement shall not be provided until the Uplisting Date.
Fees paid to the Co-Transfer Agent are a Sponsor-paid Expense.
The foregoing description is a summary, does not purport to be a complete description of the Co-Transfer Agency Agreement, and is qualified in its entirety by reference to the Co-Transfer Agency Agreement, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
| Item 1.02. | Termination of a Material Definitive Agreement. |
|---|
Transfer Agency and Service Agreement
In connection with the entry into the Transfer Agency and Services Agreement with BNY Mellon and the Co-Transfer Agency Agreement with Continental, the Sponsor and Continental agreed to terminate, as of the Uplisting Date, the transfer agency and services agreement, dated September 25, 2013, among the Sponsor, the Trust and Continental, pursuant to which Continental served as transfer agent for the Trust. As a result, effective as of the Uplisting Date, Continental will no longer act as the transfer agent for the Trust but will continue to serve as the Co-Transfer Agent as described above.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>No. | Description |
| --- | --- |
| 10.1 | Transfer Agency and Service Agreement, dated November 16, 2023, between the Sponsor and the Transfer Agent |
| 10.2 | Co-Transfer Agency Agreement, dated November 16, 2023, between the Sponsor and the Co-Transfer Agent |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Grayscale Investments, LLC,<br>as Sponsor of Grayscale Bitcoin Trust (BTC) | ||
|---|---|---|
| Date: November 21, 2023 | By: | /s/ Michael Sonnenshein |
| Michael Sonnenshein<br>Chief Executive Officer |
EX-10.1
| Exhibit 10.1 |
|---|
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the 16th day of November, 2023, by and between Grayscale Bitcoin Trust (BTC) (hereinafter the “Trust”), a Delaware trust, having its principal office and place of business at 290 Harbor Drive, Stamford, CT 06902 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”).
WHEREAS, the Trust will ordinarily issue for purchase and redeem shares of the Trust (the “Shares) only in aggregations of Shares known as “Creation Units” (currently 10,000 shares) (each a “Creation Unit”) principally in kind;
WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”), or its nominee (Cede & Co.), will be the registered owner (the “Shareholder”) of all Shares; and
WHEREAS, the Trust desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.
1.2 Pursuant to such appointment, the Bank agrees that it will perform the following services:
(a) In accordance with the terms and conditions of this Agreement and the authorized participant agreements (each an “Authorized Participant Agreement”) prepared by the Trust’s distributor (“Distributor”), a copy of which is attached hereto as Exhibit A, the Bank shall:
(i) Perform and facilitate the performance of purchases and redemption of Creation Units;
(ii) Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions on or with respect to the Shares, if any, declared by the Trust;
(iii) Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder;
(iv) Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding and authorized, based upon data provided to it by the Trust. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.
(v) Prepare and transmit to the Trust and the Trust’s administrator and to any applicable securities exchange (as specified to the Bank by the Trust or its administrator) information with respect to purchases and redemptions of Shares;
(vi) On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Distributor and the Trust’s administrator the number of outstanding Shares;
(vii) On days that the Trust may accept orders for purchases or redemptions (pursuant to the Authorized Participant Agreement), transmit to the Bank, the Trust and DTC the amount of Shares purchased on such day;
(viii) Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;
(ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;
(x) Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities;
(xi) Distribute or maintain, as directed by the Trust, amounts related to purchases and redemptions of Creation Units, dividends and distributions, variation margin on derivative securities and collateral;
(xii) Maintain those books and records of the Trust specified by the Trust in Schedule A attached hereto;
(xiii) Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such Business Day and with respect to each Authorized Participant (as defined in each Authorized Participant Agreement) purchasing or redeeming Shares, the amount of Shares purchased or redeemed;
(xiv) Receive from the Distributor (as defined in the Authorized Participant Agreement) or from its agent purchase orders from Authorized Participants for Creation Unit aggregations of Shares received in good form and accepted by or on behalf of the Trust transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the Trust and hold such Shares in the account of the Shareholder of the Trust;
(xv) Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to the Trust’s sponsor with respect to redemptions for cash and for redemptions in-kind, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder; and
(xvi) Confirm the name, U.S taxpayer identification number and principal place of business of each Authorized Participant.
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(xvii) The Bank may execute transactions directly with Authorized Participants to the extent necessary or appropriate to enable the Bank to carry out any of the duties set forth in items (i) through (xvi) above. The Trust will be responsible for confirming the receipt of assets in connection with creation activity and the withdrawal of assets in connection with redemption activity prior to the creation or redemption of Creation Units by the Bank. The Bank has no responsibility to independently verify the accuracy of such information provided to it by the Trust.
(xviii) Except as otherwise instructed by the Trust, the Bank shall process all transactions for the Trust in accordance with the policies and procedures mutually agreed upon between the Trust and the Bank with respect to the proper net asset value to be applied to purchases received in good order by the Bank or from an Authorized Participant before any cut-offs established by the Trust, and such other matters set forth in items (i) through (xvi) above as these policies and procedures are intended to address.
(b) The Bank may maintain and manage, as agent for the Trust, such accounts as the Bank shall deem necessary for the performance of its duties under this Agreement, including, but not limited to, the processing of Creation Unit purchases and redemptions; and the payment of dividends and distributions. The Bank may maintain such accounts at financial institutions deemed appropriate by the Bank in accordance with applicable law.
(c) In addition to the services set forth in the above sub-section 1.2(a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account of the Shareholder, maintaining the items set forth on Schedule A attached hereto, and performing such services identified in each Authorized Participant Agreement.
(d) The following shall be delivered to DTC participants as identified by DTC as the Shareholder for book-entry only securities:
(i) Annual and semi-annual reports of the Trust;
(ii) Trust proxies, proxy statements and other proxy soliciting materials;
(iii) Trust prospectus and amendments and supplements thereto, including stickers;
(iv) Tax information materials, including, but not limited to, certain grantor trust tax letters;
(v) Other communications as the Trust may from time to time identify as required by law or as the Trust may reasonably request; and
(vi) The Bank shall provide additional services, if any, as may be agreed upon in writing by the Trust and the Bank.
(e) The Bank shall keep records relating to the services to be performed hereunder, in the form and manner to the extent required by Section 31 of the Investment Company Act of 1940 and the rules thereunder (the “Rules”) as if the Trust was subject to such Rules, all such books and records shall be the property of the Trust, will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.
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(f) It is understood and agreed by the parties hereto that under no circumstances will the services performed by the Bank pursuant to this Agreement include any service, function or activity that would constitute a “virtual currency business activity” for purposes of the regulations issued by the Superintendent of the New York State Department of Financial Services (23 N.Y.C.R.R. Part 200).
2. Fees and Expenses
2.1 The Bank shall receive from the Trust such compensation for its services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees to reimburse the Bank for reasonable documented, out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of Trust securities shall be borne by the relevant Authorized Participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust or the Sponsor.
2.3 The Trust agrees to pay all fees and reimbursable expenses within thirty business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.
2.4 The Trust hereby represents and warrants to the Bank that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Bank or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by the Bank to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust’s sponsor and that, if required by applicable law, the Trust or the Trust’s sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits.
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Trust that:
It is a banking company duly organized and existing and in good standing under the laws of the State of New York.
It is duly qualified to carry on its business in the State of New York.
It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement.
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
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It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
4. Representations and Warranties of the Trust
The Trust represents and warrants to the Bank that:
It is duly organized and existing and in good standing under the laws of Delaware.
It is empowered under applicable laws and by its Declaration of Trust and Trust Agreement to enter into and perform this Agreement.
A registration statement under the Securities Act of 1933, as amended, on behalf of the Trust has become effective, will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.
5. Indemnification
5.1 The Bank shall not be responsible for, and the Trust shall indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, counsel fees, including, without limitation, those incurred by the Bank in a successful defense of any claims by the Trust, payments, expenses and liability (“Losses”) which may be sustained or incurred by or which may be asserted against the Bank in connection with or relating to this Agreement or the Bank’s actions or omissions with respect to this Agreement, or as a result of acting upon any instructions reasonably believed by the Bank to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust; except for any Losses for which the Bank has accepted liability pursuant to Article 6 of this Agreement.
5.2 This indemnification provision shall apply to actions taken or omissions pursuant to this Agreement or an Authorized Participant Agreement.
6. Standard of Care and Limitation of Liability
The Bank shall have no responsibility and shall not be liable for any Losses, except that the Bank shall be liable to the Trust for direct money damages caused by its own fraud, negligence, or willful misconduct or that of its employees, agents or attorneys-in-fact. The Bank’s aggregate liability hereunder shall not exceed the total fees paid to BNY Mellon for Fund Administration and Accounting services by or on behalf of the Trust during the twelve (12) month period preceding the event on which such claim is based. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and not Section 4-209 of the Uniform Commercial Code which shall be superseded by this Article. In no event shall the Bank be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable. For purposes of this Agreement, none of the following shall be or be deemed a breach of the Bank’s standard or care:
(a) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents, or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained, or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar.
(b) The conclusive reliance on, or the carrying out by the Bank or its agents or subcontractors of, any instructions or requests of the Trust or instructions or requests on behalf of the Trust.
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(c) The offer or sale of Shares by or for the Trust in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or any violation of any stop order or other determination or ruling by any federal agency, or by any state with respect to the offer or sale of Shares in such state.
7. Concerning the Bank
7.1
(a) The Bank may employ agents or attorneys-in-fact which are not affiliates of the Bank with the prior written consent of the Trust (which consent shall not be unreasonably withheld), and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of such agents or attorneys-in-fact, provided that the Bank acts in good faith and with reasonable care in the selection and retention of such agents or attorneys-in-fact.
(b) The Bank may, without the prior consent of the Trust, enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge the Bank from its obligations hereunder.
7.2 The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust agrees to forward to the Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank.
7.3 The Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of its regulators (the “Disaster Recovery Plan and Back-Up System”). The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its gross negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.
7.4 The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Participation Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Participation Agreement.
7.5 At any time the Bank may apply to an officer of the Trust, but is not obligated to do so, for written instructions with respect to any matter arising in connection with the Bank’s duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions. Such application by the Bank for
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instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted. In connection with the foregoing, the Bank may consult with legal counsel of its own choosing, but is not obligated to do so, and advise the Trust if any instructions provided by the Trust at the request of the Bank pursuant to this Article or otherwise would, to the Bank’s knowledge, cause the Bank to take any action or omit to take any action contrary to any law, rule, or regulation. In the event a situation or circumstance arises whereby the Bank adopts a course of conduct in reliance upon written legal advice it has received from its external counsel (which need not be a formal opinion of counsel) and the course of conduct is not identical to the course of conduct contained in the instructions received from the Trust, the Bank may reply upon and follow the written legal advice without liability hereunder provided it, and otherwise acts in compliance with this Agreement and promptly notifies the Trust of its determination and the rationale for such determination.
7.6 The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.
7.7 The Bank shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Bank in connection with the services provided by the Bank hereunder. Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Trust data residing on the Bank’s electronic system.
7.8 Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:
(a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase;
(c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
8. Providing of Documents by the Trust and Transfers of Shares
8.1 The Trust shall promptly furnish to the Bank with a copy of its Declaration of Trust and Trust Agreement and all amendments thereto.
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8.2 In the event that DTC ceases to be the Shareholder, the Bank shall re-register the Shares in the name of the successor to DTC as Shareholder upon receipt by the Bank of such documentation and assurances as it may reasonably require.
8.3 The Bank shall have no responsibility whatsoever with respect to any beneficial interest in any of the Shares owned by the Shareholder.
8.4 The Trust shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Trust’s Declaration of Trust and Trust Agreement with respect to such increase, decrease or change; and
(b) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), and (ii) the due and proper listing of the Shares on all applicable securities exchanges.
8.5 Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Trust shall deliver to the Bank:
(a) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Trust that no other order or consent is required; and
(b) An opinion of counsel for the Trust, in a form satisfactory to the Bank, with respect to (i) the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefore), and (ii) the due and proper listing of the Shares on all applicable securities exchanges.
8.6 The Bank and the Trust agree that all books, records, confidential, non-public, or proprietary information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any person other than its auditors, accountants, regulators, employees, agents, attorneys-in-fact or counsel, except as may be, or may become required by law, by required filing, by administrative or judicial order or by rule. The foregoing confidentiality obligation shall not apply to any information to the extent: (i) it is already known to the receiving party at the time it is obtained; (ii) it is or becomes publicly known or available through no wrongful act of the receiving party: (iii) it is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; (iv) it is released by the protected party to a third party without restriction; or (v) it has been or is independently developed or obtained by the receiving party without reference to the information provided by the protected party.
8.7 In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will promptly employ reasonable commercial efforts to notify the Trust and secure instructions from an authorized officer of the Trust as to such inspection. The Bank reserves the right, however, to
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exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person
9. Termination of Agreement
9.1 Although executed as of the date hereof, this Agreement shall not become effective until the date on which shares of Grayscale Bitcoin Trust (BTC) begin trading on NYSE Arca as shares of an exchange-traded product, the term of this Agreement shall be three years (the “Initial Term”) and shall automatically renew for additional one-year terms (each a “Subsequent Term”) unless either party provides written notice of termination at least ninety (90) days prior to the end of the Initial Term or any Subsequent Term or, unless earlier terminated as provided below:
(a) Either party hereto may terminate this Agreement prior to the expiration of the Initial Term in the event the other party breaches any material provision of this Agreement, including, without limitation in the case of the Trust, its obligations under Section 2.1, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 10 business days of receipt of such notice.
(b) Either party hereto may terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following: (i) a party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against the party any such case or proceeding; (iii) a party makes a general assignment for the benefit of creditors; or (iv) a party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. Either party hereto may exercise its termination right under this Section 9.1(b) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right.
(c) The Trust may terminate this Agreement at any time upon thirty (30) days’ prior written notice in the event that the Trust’s sponsor determines to liquidate the Trust. The Bank may terminate this Agreement at any time upon ninety (90) days’ written notice for any reason.
9.2 Should the Trust exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be borne by the Trust.
9.3 The terms of Article 2 (with respect to fees and expenses incurred prior to termination), Article 5 and Article 6 shall survive any termination of this Agreement.
- Additional Series
In the event that the Trust establishes one or more additional series of Shares with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such additional issuance shall become Shares hereunder.
9
- Assignment
11.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party; provided, however, either party may assign this Agreement to a party controlling, controlled by or under common control with it.
11.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
- Severability and Beneficiaries
12.1 In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, the legality and enforceability of the remaining provisions shall not in any way be affected thereby provided obligation of the Trust to pay is conditioned upon provision of services.
12.2 This Agreement is solely for the benefit of the Bank and the Trust, and none of any Authorized Participant (as defined in the Authorized Participant Agreement), the Distributor, any Shareholder or beneficial owner of any Shares shall be or be deemed a third party beneficiary of this Agreement.
- Amendment
This Agreement may be amended or modified by a written agreement executed by both parties.
- New York Law to Apply
This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and the Bank hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
- Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
- Notices
All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
If to the Bank:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
10
Attention: ETF Operations
with a copy to:
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: Legal Dept. – Asset Servicing
If to the Trust:
Grayscale Bitcoin Trust (BTC)
c/o Grayscale Investments, LLC
290 Harbor Drive
Stamford, CT 06902
Attention: Legal Department
Email: legal@grayscale.com
- Information Sharing
The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions and for the purposes of the Bank fulfilling its obligations under this Agreement, (i) the Trust consents to the disclosure of and authorizes the Bank to disclose information regarding the Trust (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) the Bank may store the names and business contact information of the Trust’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer-Related Data with a particular customer. The Trust confirms that it is authorized to consent to the foregoing.
- Counterparts
This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows.]
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the latest date set forth below.
| GRAYSCALE BITCOIN TRUST (BTC) | |
|---|---|
| By: Grayscale Investments, LLC, as Sponsor of the Trust | |
| By: | /s/ Hugh Ross |
| Name: Hugh Ross | |
| Title: COO | |
| Date: November 17, 2023 | |
| THE BANK OF NEW YORK MELLON | |
| By: | /s/ Michael Spates |
| Name: Michael Spates | |
| Title: Senior Vice President | |
| Date: November 17, 2023 |
12
SCHEDULE A
Books And Records To Be Maintained By The Bank
Source Documents requesting Creations and Redemptions (including dates and times of orders)
Correspondence/AP Inquiries
Reconciliations, bank statements, copies of canceled checks, cash proofs
Daily/Monthly reconciliation of outstanding Shares between the Trust and DTC
Dividend Records
Year-end Statements and Tax Forms
13
EXHIBIT A
Form of Authorized Participant Agreement
14
EX-10.2
Exhibit 10.2
Requirements of
Continental Stock Transfer & Trust Company
as Co-Transfer Agent
| 1. | Agreement and Copy of Resolution of Board of Directors for our Appointment as<br>Co-Transfer Agent. |
|---|---|
| 2. | Copy of Charter or Certificate of Incorporation and Amendments thereto certified by an official of the State of<br>Incorporation. |
| --- | --- |
| 3. | Copy of By-Laws and amendments thereto certified by the Corporate Secretary.<br> |
| --- | --- |
| 4. | Form W-9/W-8 BEN-E, signed by an authorized officer of the entity. |
| --- | --- |
| 5. | Opinion of Counsel for the Corporation advising as to: |
| --- | --- |
| (a) | the proper organization of the Corporation; |
| --- | --- |
| (b) | the legality of the issuance of its presently issued Capital Stock and Capital Stock being issued in connection with a<br>public offering; |
| --- | --- |
| (c) | full compliance as to the aforementioned Capital Stock with the Federal Securities Act of 1933, as amended, or the<br>reason and statutory reference under which exemption is claimed if registration under said Act is not necessary. |
| --- | --- |
Initial Public Offeringclients: please provide a letter of instruction, signed by two corporate officers, authorizing and directing the Co-Transfer Agent to issue securities in accordance with the underwriter’s instructions orthe Company’s instructions, as the case may be.
CSTT 2020
Confidential and Proprietary Information
Continental Stock Transfer & Trust Company
Co-Transfer Agency Agreement
This agreement is made as of November 16, 2023
| Between: <br> | Grayscale Investments, LLC, (“Sponsor”) as Sponsor of the Grayscale Bitcoin Trust (BTC) (hereinafter referred to as the “Company”) |
|---|---|
| And: | Continental Stock Transfer & Trust Company (“Continental”), incorporated under the Laws of New York and headquartered in New York, NY USA |
| The Bank Of New York Mellon, Primary Agent (hereinafter referred to as “Primary Agent”) is identified within but is not party to the agreement. |
Whereas, the Company has previously appointed PRIMARY AGENT as Principal Transfer Agent and Registrar for the securities of the Company (the “Main Agreement”), which appointment PRIMARY AGENT has approved, and;
Whereas, the Company desires to appoint Continental as Co-Transfer Agent for the securities of the Company listed on the NYSE Arca Stock Exchange, which appointment Continental desires to approve.
| 1. | Appointment. The Company hereby appoints Continental as its Co-Transfer<br>Agent for the securities of the Company, and Continental hereby accepts the said appointment upon the terms and conditions as set out in this Agreement including the services listed in Exhibit A. |
|---|---|
| 2. | Description of Register of Transfers. Continental shall keep and maintain or cause to be kept and maintained a<br>branch register of transfers wherein shall be recorded only the particulars of Direct Registration System (“DRS”) book-entry transfers of shares registered at its office. Continental shall advise PRIMARY AGENT at its principal office<br>or other designated offices of all transfers of securities made, entered or recorded in the register of DRS transfers kept by Continental and, in addition, transfer journals reflecting transfers of other items promptly after such transfers are<br>entered or recorded but in all cases within 24 hours, by granting PRIMARY AGENT access to the transfer journals posted to ContinentaLink each evening. |
| --- | --- |
| 3. | Transferability of Securities. All the securities issued by Continental or PRIMARY AGENT shall be effectively<br>and interchangeably transferable on the register of transfers of the Company’s securities kept and maintained at Continental’s offices or at the offices of PRIMARY AGENT or its successors, regardless of where or when the certificates for<br>securities have been issued. All DRS positions in the U.S. depository are controlled by Continental and PRIMARY AGENT agrees that no transaction will be processed against a DRS position maintained on its register unless the transaction was reflected<br>on Continental’s transfer journal or PRIMARY AGENT notifies Continental in advance of making any change to ensure that the DRS position is valid at that time. |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
| 4. | Issuance of Certificates Upon Transfer. Continental is hereby authorized and directed, subject to paragraph 6<br>hereof and other instructions of PRIMARY AGENT or its successors, from time to time, to enter and record or to cause to be entered and recorded transfers of securities, to cancel certificates for securities surrendered upon transfer and to<br>countersign, register and issue to security holders entitled thereto certificates representing securities duly transferred to or held by them respectively. The Company shall furnish Continental with certificates for the securities of the Company in<br>such quantities and denominations as, from time to time, may be required. Continental is hereby authorized and directed to countersign and register such certificates upon surrender of outstanding certificates submitted for transfer or exchange.<br> |
|---|---|
| 5. | Stop Transfers. When Continental is advised by any security holder or any duly appointed representative thereof<br>that certificates representing the securities registered in the name of such security holders are lost, mutilated, stolen or destroyed, Continental shall forthwith advise PRIMARY AGENT or its successors, at its designated office thereof so that a<br>“stop transfer” notation may be made accordingly on its records and thereafter Continental shall not register the transfer of any of the securities represented by such certificates. If Continental receives a request to transfer securities<br>represented by a certificate, which has been reported lost, mutilated, stolen or destroyed, Continental shall notify PRIMARY AGENT or its successors, and await instructions therefrom. PRIMARY AGENT or its successors shall provide Continental with a<br>list of all “stop transfer” notations on record against the certificates for the securities upon the appointment of Continental as Co-Agent. Upon the subsequent placement or removal of “stop transfers” PRIMARY AGENT or its<br>successors shall immediately advise Continental in writing of the change. Notwithstanding the foregoing, Continental shall not be required to make such transfers unless all legal requirements have been met and an indemnity satisfactory to<br>Continental shall be given. Certificates to replace lost, mutilated, stolen or destroyed certificates shall be issued only by PRIMARY AGENT or its successors. Therefore, any request to issue new certificates in such circumstances shall be submitted<br>by Continental to PRIMARY AGENT or its successors. |
| --- | --- |
| 6. | Conditions of Transfers. No securities may be transferred on Continental’s register of transfers except in<br>conformity with the following provisions: |
| --- | --- |
| a. | Securities may only be transferred by delivering to Continental the certificate representing the securities to be<br>transferred with the form of transfer provided thereon duly completed and executed by the transferor or its duly authorized representative with the signature of the transferor guaranteed by a financial institution that is a member of a recognized<br>STAMP Medallion Signature Guarantee Program or other acceptable organization as defined in the Stock Transfer Association’s Guidelines as updated from time to time. |
| --- | --- |
| b. | Continental will send to PRIMARY AGENT an electronic image of restricted securities (including supporting<br>documentation) presented to Continental for transfer and will act upon the direction of PRIMARY AGENT to transfer and maintain or release the restriction or to request additional documentation from the presenter, in accordance with PRIMARY<br>AGENT’s policies and documentation in its possession to support such transfers. Accordingly, Continental may rely upon and shall be fully protected, held harmless and indemnified in acting or refraining from acting in reliance upon such PRIMARY<br>AGENT directions. However, Continental will be responsible for authenticating the validity of any certificate it receives for transfer that it does not forward to PRIMARY AGENT. |
| --- | --- |
| 7. | Maintenance of Records. Continental shall maintain customary records in connection with the appointment herein<br>and may send to the Company or its successors, all books, documents and records no longer required |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
| by it for current purposes. Continental is authorized to destroy certificates for securities that have imaged and indexed within three business days after the date of cancellation, pursuant to<br>SEC Rule 17Ad-19. | |
|---|---|
| 8. | Legal Matters. Continental may, from time to time, refer any legal matters that may arise in connection with the<br>performance of its duties and obligations herein to legal counsel for the Company or to legal counsel of Continental, for an opinion, the cost being borne by the Company, and may rely upon and shall be fully protected and held harmless in acting or<br>refraining from acting in reliance upon: such legal advice, opinions, or instructions. |
| --- | --- |
| 9. | Fees. The monthly retainer fee payable by the Company to Continental shall be $ (insert amount) (US). No<br>termination fee shall apply. |
| --- | --- |
| 10. | Term. Although executed as of the date hereof, this Agreement shall not become effective until the date on which<br>shares of Grayscale Bitcoin Trust (BTC) begin trading on NYSE Arca as shares of an exchange-traded product. On the date this Agreement becomes effective, the Transfer Agency and Registrar Services Agreement between Continental and the Company dated<br>September 25, 2013, shall terminate. The appointment of Continental as the Co-Transfer Agent is valid until terminated upon ninety (90) days prior written notice delivered by the Company or<br>Continental to the other parties. |
| --- | --- |
| 11. | Degree of Care and Discharge. Continental agrees to faithfully carry out and perform its duties hereunder and,<br>upon termination of its appointment and payment of outstanding fees, shall deliver to the Company, all registers of transfers and documents in connection therewith. A receipt therefor, signed by an officer of the Company shall be a valid discharge<br>to Continental of its appointment hereunder. |
| --- | --- |
| 12. | Trusts. Continental shall not be bound to see to the execution of any trust, express, implied or constructive,<br>or of any charge, pledge or equity to which any of the securities or any interests therein are subject to, to ascertain or inquire whether any sale or transfer of any such securities or interest therein by a holder or his personal representatives is<br>authorized by such trust, charge, pledge or equity or to recognize any person having any interest therein except for the person recorded as such holder. |
| --- | --- |
| 13. | Reliance and Indemnity. |
| --- | --- |
| a. | Continental may rely upon and shall be fully protected and held harmless in acting or refraining from acting in<br>reliance upon: (i) any written or oral instructions, representations or certifications received from any person it believes in good faith to be an officer, authorized agent, employee or shareholder of Company; (ii) advice, opinions, or instructions<br>received from Company’s or Continental’s legal counsel; (iii) any information, records and documents provided to Continental by a former transfer agent or registrar of the Company or PRIMARY AGENT; (iv) the authenticity of any signature<br>(manual, facsimile or electronic transmission) appearing on any writing or communication; and (v) on the conformity to original of any copy. |
| --- | --- |
| b. | The Company agrees to defend, indemnify and hold harmless Continental, its successors and assigns, and each of its<br>directors, officers, employees and agents (the “Indemnified Parties”) against and from any demands, claims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest,<br>liabilities, losses, damages, debts, expenses and disbursements (including expert consultant and legal fees and disbursements on a substantial indemnity, or solicitor and client, basis) (collectively, the<br>“Claims”) that the Indemnified Parties, or any of them, may suffer or incur or that |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
| may be asserted against them, or any of them, in consequence of, arising from or in any way relating to this Agreement (as the same may be amended, modified or supplemented from time to time) or<br>its duties hereunder in connection with or in any way relating to this Agreement. In addition, the Company agrees to reimburse, indemnify and save harmless the Indemnified Parties for, against and from all legal fees and disbursements (on a<br>substantial indemnity, or solicitor and client, basis) incurred by an Indemnified Party if the Company commences an action, or cross claims or counterclaims, against the Indemnified Party and the Indemnified Party is successful in defending such<br>claim. | |
|---|---|
| c. | The Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of<br>any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding, and shall survive the<br>resignation or removal of Continental or the termination of this Agreement. |
| --- | --- |
| d. | Continental shall not be under any obligation to prosecute or defend any action or suit in respect of their agency<br>relationships with the Company under this Agreement, but will do so at the request of the Company provided that the Company furnishes an indemnity satisfactory to Continental against any liability, cost or expense which might be incurred.<br> |
| --- | --- |
| 14. | Limitation on Liability. Continental shall not be liable for any error in judgment, for any act done or step<br>taken or omitted by it in good faith, for any mistake of fact or law or for anything which it may do or refrain from doing in connection herewith except arising out of their bad faith or willful misconduct. In the event Continental is in breach of<br>this Agreement or its duties hereunder or any agreement or duties relating to any other services that Continental may provide to the Company in connection with or in any way relating to this Agreement or Continental’s duties hereunder,<br>Continental shall be liable for claims or damages only to an aggregate maximum amount equal to the amount of fees paid hereunder by the Company to Continental in the twelve months preceding the last of the events giving rise to such claims or<br>damages, except to the extent that Continental has acted in bad faith or engaged in willful misconduct. In no event shall continental be liable for any special, indirect, incidental, punitive or consequential damages arising out of or related to<br>this agreement (including lost profits, damage to reputation or lost savings), even if foreseeable or even if Continental has<br>been advised of the possibility of such damages. |
| --- | --- |
| 15. | Amendment, Assignment and Termination. |
| --- | --- |
| a. | Except as specifically provided herein, this Agreement may only be amended or assigned by a written agreement of the<br>parties. |
| --- | --- |
| b. | Any entity resulting from the merger, amalgamation or continuation of Continental or succeeding to all or substantially<br>all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the co-transfer agent hereunder without further act or formality. |
| --- | --- |
| c. | This Agreement may be terminated by any party on 90 days’ notice in writing being given to the other parties at<br>the addresses set out in Section 16 or at such other addresses of which notice has been given. |
| --- | --- |
| d. | This Agreement may be terminated by Continental in writing to the Company in the event the Company refuses or fails to<br>pay an invoice for fees and expenses, or other demand for payment issued or made pursuant to this Agreement by Continental. |
| --- | --- |
| e. | The provisions of Sections 14, 15 and 16 shall survive termination of this Agreement. |
| --- | --- |
| 16. | Address for Service. For the purposes of notices, the addresses for each party are as follows unless changed by<br>notice in writing: |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY USA 10004
Phone: 212.845.3224
Email: kvandell@continentalstock.com
Grayscale Investments, LLC
290 Harbor Drive, 4th Floor
Stamford, CT 06902
Email: legal@grayscale.com
| 17. | Certificate of Incumbency. Continental and PRIMARY AGENT will provide each other with a list of specimen<br>signatures of officers of their respective companies who are authorized to countersign certificates for securities. The lists shall be updated on a regular basis to reflect changes in the authorized personnel. |
|---|---|
| 18. | Governing Laws. This Agreement and the rights and obligations of the parties hereto shall be governed by and<br>interpreted in accordance with the Laws of the State of New York and the Laws of the United States as applicable therein. |
| --- | --- |
| 19. | Successors and Assigns. The provisions of this Agreement shall be binding upon the parties hereto and their<br>respective successors and assigns. |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
In witness whereof, this Agreement has been duly executed by the parties hereto.
| GRAYSCALE BITCOIN TRUST (BTC) | |
|---|---|
| By: Grayscale Investments, LLC, as Sponsor of<br><br><br>Grayscale Bitcoin Trust (BTC) | |
| By: | |
| /s/ Hugh Ross | |
| Title: | |
| COO | |
| Continental Stock Transfer & Trust Company | |
| By: | |
| /s/ Douglas Reed | |
| Title: | |
| Vice President |
CSTT 2020
Confidential and Proprietary Information
Exhibit A
Included Services
| o | Unless directed by PRIMARY AGENT, Continental will not process the following items: |
|---|---|
| o | Treasury Orders |
| --- | --- |
| o | Returns to Treasury |
| --- | --- |
| o | Restricted Securities (US Legend, etc.) |
| --- | --- |
| o | Certificates with Stop Transfer Notations |
| --- | --- |
| o | Certificate Replacements |
| --- | --- |
| o | Estate Transfers |
| --- | --- |
| o | Class conversions |
| --- | --- |
| o | Continental will refer all Non-Routine Transfers as noted above to PRIMARY<br>AGENT for processing and will advise the presenter by return mail. |
| --- | --- |
| o | On a weekly basis PRIMARY AGENT will provide Continental with a stop list for all<br>Co-Agent issues |
| --- | --- |
| o | DRS Processing |
| --- | --- |
| o | Continental will always recommend to potential Co-Agent clients to offer DRS<br>Participation to provide an efficient process for withdrawing certificates from DTC. |
| --- | --- |
| o | Continental will issue a “Co-Agent” DRS Advice/Statement that will<br>not have any reference to PRIMARY AGENT. |
| --- | --- |
| o | PRIMARY AGENT will record Continental issued DRS positions as “BOOK” on PRIMARY AGENT’s register even<br>though on Continental’s transfer journals sent to PRIMARY AGENT will show as “DRS”. |
| --- | --- |
| o | Continental will do the same in the event an PRIMARY AGENT DRS position is sent to Continental by US brokers.<br> |
| --- | --- |
| o | Annual DRS Statement to shareholders will be sent by Continental per DRS requirements for only Continental DRS<br>positions. |
| --- | --- |
| o | Continental will reconcile the DTC Fast Balance with PRIMARY AGENT on a weekly basis. |
| --- | --- |
| o | On a weekly basis, Continental will provide DTC Fast Balances to PRIMARY AGENT for reconciliation purposes.<br> |
| --- | --- |
CSTT 2020
Confidential and Proprietary Information
Corporate Information
| Corporate Information | |
|---|---|
| Federal ID/EIN | Principal<br>Name |
| Company | Title |
| Address | Telephone |
| Fax | |
| Telephone | Email Address |
| Website | |
| Accounting (Please note our invoices are delivered electronically) | |
| --- | --- |
| Contact | Contact (if different) |
| Name | Name |
| Title | Title |
| Address | Address |
| Telephone | Telephone |
| Facsimile | Fax |
| SEC Counsel (for opinions) | |
| --- | --- |
| Firm | Contact |
| Address | Telephone |
| Fax | |
| Email Address | |
| Company’s General Counsel (if applicable) | |
| --- | --- |
| Firm | Contact |
| Address | Telephone |
| Fax | |
| Email Address |
CSTT 2020
Confidential and Proprietary Information
List of Officers and Directors of Grayscale Investments, LLC Authorized to Provide
Instructions Relating to Issuances of Shares and Corporate Actions
on Behalf of:
| Grayscale Bitcoin Trust (BTC) |
|---|
OFFICERS and DIRECTOR SIGNATORIES:
| Name | Title | Signature |
|---|
BOARD of DIRECTORS:
| Name | Title |
|---|
CSTT 2020
Confidential and Proprietary Information