TKNZ 8-K
T. Rowe Price Active Crypto ETF (TKNZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
SPONSORED BY T. ROWE PRICE SPONSOR LLC
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of principal executive offices)
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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.
As of July 14, 2026, based on T. Rowe Price Sponsor LLC’s (the “Sponsor”) assessment of available data, the following crypto assets are considered Eligible Assets (ticker symbols in parentheses): bitcoin (BTC), ether (ETH), SOL (SOL), XRP (XRP), ada (ADA), AVAX (AVAX), litecoin (LTC), DOT (DOT), Dogecoin (DOGE), HBAR (HBAR), Bitcoin Cash (BCH), LINK (LINK), lumen (XLM), Shiba Inu (SHIB), sui (SUI), HYPE (HYPE) and BNB (BNB). In connection therewith, the Sponsor has entered into the following agreements to supplement T. Rowe Price Active Crypto ETF’s (the “Fund”) Crypto Asset Trading Counterparties.
The Sponsor, on behalf of the Fund, has entered into a Digital Asset Trading Agreement (the “DA Agreement”) with StoneX Digital LLC (“StoneX”) to allow the Fund to enter into spot purchase or sale transactions in crypto assets on a principal-to-principal basis. Under the DA Agreement, StoneX has no liability to the Fund or any third party for (a) any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency exchange or any of their agents or subcontractors, (b) any interruption or delays of services, system failure, or errors in the design or functioning of any electronic system, except to the extent caused by StoneX gross negligence or willful misconduct, or (c) any punitive, consequential, incidental, special, indirect (including lost profits and trading losses and damages) or similar damages, even if a StoneX entity is advised of the possibility of such damage. The Fund and StoneX will each indemnify, defend and hold the other party harmless together with its officers, directors, members, affiliates, employees, agents and licensors (the “Indemnified Parties”) from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including attorneys’ fees) resulting from any third-party action related to: (i) breach of the terms of the DA Agreement, (ii) violation of any applicable law, rule or regulation, (iii) reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by the other Party, or (iv) other acts or omissions in connection with the execution of transactions with the other Party. Neither Party will settle any matter without the other Party’s prior written consent unless such settlement contains a full release of the Indemnified Parties and does not contain or otherwise require an admission of liability by any Indemnified Party. For the avoidance of doubt, this indemnity provision shall survive any termination of the DA Agreement. The DA Agreement continues in effect until terminated in writing by either party.
The Sponsor, on behalf of the Fund, has entered into a Liquidity Provider Agreement for Trading in Digital Assets (the “LP Agreement”) with Virtu Financial Singapore Pte. Ltd. (“VFS”) to allow the Fund to enter into spot purchase or sale transactions in crypto assets on a principal-to-principal basis. Under the LP Agreement, VFS, the Fund, and Sponsor each has no liability: (i) for any act or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency exchange or any of their agents or subcontractors or (ii) for any interruption or delays of service, system failure, or errors in the design or functioning of any electronic system, provided that such system is not maintained by VFS. The Fund, Sponsor, and VFS will each indemnify, defend and hold parties covered by this clause harmless together with its officers, directors, members, affiliates, employees, agents and licensors from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including reasonable attorneys’ fees) resulting from any third-party action related to: (i) the indemnifying party’s breach of the terms of the LP Agreement, (ii) the indemnifying party’s violation of any applicable law, rule or regulation, or (iii) the indemnified party’s reasonable reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by or on behalf of the indemnifying party. The LP Agreement continues in effect until terminated in writing by either party.
The foregoing descriptions of the DA Agreement and the LP Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the DA Agreement and LP Agreement, respectively, which have been filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Digital Asset Trading Agreement, dated as of June 12, 2026, by and between StoneX Digital LLC and T. Rowe Price Sponsor LLC, in its capacity as agent on behalf of T. Rowe Price Active Crypto ETF |
| 10.2 | Liquidity Provider Agreement, dated as of May 15, 2026, by and between Virtu Financial Singapore Pte. Ltd. and T. Rowe Price Sponsor LLC, in its capacity as agent on behalf of itself and as agent for T. Rowe Price Active Crypto ETF |
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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 hereunto duly authorized.*
T. ROWE PRICE ACTIVE CRYPTO ETF
(Registrant)
Date: July 14, 2026
/s/ David Oestreicher
David Oestreicher
Chief Executive Officer
*The registrant is a trust and the individual specified above is signing in their capacity as an officer of T. Rowe Price Sponsor LLC, the Sponsor of the registrant.
T. ROWE PRICE ACTIVE CRYPTO ETF 8-K
Exhibit 10.1
FORM OF DIGITAL ASSET TRADING AGREEMENT
DIGITAL ASSET TRADING AGREEMENT
This DIGITAL ASSET TRADING AGREEMENT (including all terms, schedules, annexes, supplements and exhibits attached hereto, this “Agreement”), is made and entered into on this 12th day of June, 2026, by and between StoneX Digital LLC, a Florida limited liability company (“StoneX”), and T. Rowe Price Sponsor LLC, acting solely as agent on behalf of Counterparty specified on the signature page hereof (“Counterparty”, and together with StoneX, the “Parties” and each a “Party”).
WHEREAS, the Parties desire to enter into periodic transactions for the purchase and sale of cryptocurrency in accordance with the terms and conditions as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article
I.
PURCHASE AND SALE OF CRYPTOCURRENCY
Section 1.1 Trading. During the term of this Agreement, one Party may request to purchase or sell a specified cryptocurrency (a “Trade Request”) orally, via telephonic or electronic communications, through a selection of a streaming price provided through an application programming interface, internet-based user interface, or other electronic-based system (any such service, an “E-Execution System”), or other communications agreed by the parties (any such method of communicating, “Acceptable Communication”).
| (a) | Execution Via a Trade Request. One Party (the “Requesting Party”) may provide to the other Party (the “Responding Party”) a Trade Request. Upon receipt of a Trade Request, the Responding Party may provide via Acceptable Communication to the Requesting Party a price, or formula or method of determining a price, if applicable (which may be denominated in a fiat currency or another cryptocurrency) at which it may be willing to sell or purchase (as the case may be) a specified quantity of such cryptocurrency (a “Indicative Price Quote”). The Requesting Party may offer to transact at the Indicative Price Quote or at a different price or terms (such price or terms the “Price Quote”) and a transaction will be deemed to have been executed (an “Executed Order”) on the terms set forth in the Price Quote at the time and only if Responding Party confirms and agrees to the execution via Acceptable Communication. Following the time of the Executed Order, StoneX shall send to Counterparty a trade confirmation (a “Trade Confirmation”), that confirms the terms of such Executed Order and includes (1) the cryptocurrency to be purchased or sold; (2) the amount of such cryptocurrency to be purchased or sold (the “Specified Cryptocurrency”); (3) the total amount to be paid (or the formula or method of determining the price to be paid, if applicable) by the purchaser to the seller for the purchase of the Specified Cryptocurrency (the “Payment Amount”); and (4) the Settlement Date; provided, however, it shall not be a breach of this Agreement and the parties shall still be obligated to perform any Executed Orders whether or not a Trade Confirmation is provided. | |
| (b) | Electronic Execution. Without limiting the process set forth in subsection (a), StoneX may make an E-Execution System available to Counterparty to assist in facilitating communications, information sharing, and the execution of transactions between the Parties. In the event the Counterparty submits an order for the purchase or sale of a cryptocurrency based on a price streaming provided through the E-Execution System, a transaction will be deemed to have been executed at the time StoneX confirms the execution (an “Executed Order”) via the E-Execution System or another method. Following the time of the Executed Order, StoneX shall provide a Trade Confirmation confirming the terms of the purchase or sale. |
Section 1.2 Settlement. For each transaction, Counterparty or StoneX, as the case may be, will sell, transfer and deliver, and the other Party will purchase, all right, title and interest in and to the Specified Cryptocurrency, respectively, in accordance with methods of settlement set forth in the relevant Trade Confirmation and as detailed below.
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| (a) | Transfer and Delivery Process. Unless otherwise agreed to by the Parties: | |
| i. | StoneX Initial Obligations. On the Settlement Date, (1) where StoneX is the purchaser, StoneX shall transfer, or cause to be transferred, the Payment Amount to Counterparty by transfer of immediately available funds to the account designated by Counterparty or, for cryptocurrencies, to the applicable location, wallet, address, account or storage device (the “Counterparty Wallet”) or (2) where StoneX is the seller, StoneX shall transfer, or cause to be transferred, the Specified Cryptocurrency to Counterparty by transfer of immediately available cryptocurrencies to the applicable Counterparty Wallet. | |
| ii. | Counterparty Subsequent Obligations. Promptly following Counterparty’s receipt of the Payment Amount or receipt of the Specified Cryptocurrency, Counterparty shall either (i) where Counterparty is the seller, deliver, or cause to be delivered, the Specified Cryptocurrency to StoneX by transfer of cryptocurrencies to the applicable location, wallet, address, account or storage device (the “StoneX Wallet”), or (ii) where Counterparty is the purchaser, transfer or cause to be transferred, the Payment Amount to StoneX, by transfer of immediately available funds to the account designated by StoneX or cryptocurrencies to the applicable StoneX Wallet. | |
| iii. | Errors; Erroneous Payments. The Parties each reserves the right, in a good faith and commercially reasonable manner, to determine that the price for Specified Cryptocurrency in an Executed Order is significantly different from prevailing market prices for such Specified Cryptocurrency (hereafter, an “Error”). Where an Error has been determined, the determining Party may declare such Executed Order null and void and thereafter, such Executed Order shall be of no further force and effect. Where StoneX or the Counterparty have transferred cryptocurrency or fiat currency to the other party in error (e.g., in excess of the Payment Amount) or as the result of an Error, the party receiving such erroneous payment (the “Receiving Party”) shall endeavor to return the excess fiat or cryptocurrency to the sender who erroneously made such payment (the “Sending Party”), as soon as practicable. The Sending Party shall bear any wire or transaction fees associated with returning the erroneous payment. | |
| (b) | Batch Settlement. The Parties may elect to net and settle all transactions executed on any day or during a specified time period at one time (a “Batch Settlement”). The Trade Confirmation will indicate whether the Parties have elected a Batch Settlement process and the details surrounding such settlement or any additional, bespoke terms that have been agreed upon between the Parties. | |
| (c) | Counterparty Net Open Position Limit. Prior to entering into the first transaction pursuant to the terms of the Agreement, StoneX may set a maximum net open position the Counterparty is allowed (the “NOP Limit”). For purposes of the foregoing, “net open position” means the current dollar value of the sum of all outstanding unsettled Executed Orders. In the event NOP Limit is exceeded, StoneX may restrict Counterparty from entering into transactions until the settlement of outstanding and unsettled Executed Orders such that the NOP Limit is no longer exceeded. The NOP Limit may be changed at any time by StoneX, with or without notice. It is understood that the establishment of an NOP Limit shall not obligate StoneX to accept any Trade Request or enter into any Executed Order. | |
Section 1.3 Authorized Users. Counterparty shall identify each individual authorized to enter into transactions for and on behalf of Counterparty on Exhibit C, (each an “Authorized User”). Counterparty agrees to promptly notify StoneX in writing of any changes or updates to Counterparty’s list of Authorized Users including notifying StoneX if any Authorized User is no longer authorized to act on behalf of Counterparty. Counterparty authorizes the StoneX to act upon any instructions, notices, demands, or requests (whether oral or written, delivered by mail, telephonically, or electronically) which StoneX reasonably believes to have been given by an Authorized User. StoneX shall not be liable for any action taken or not taken in good faith pursuant to such instructions, notices, demands or requests.
Section 1.4 Term. This Agreement shall remain in effect until terminated in writing by either Party; provided, however, that the Parties’ obligations with respect to any unsettled Executed Orders entered into prior to such termination and the Parties’ rights with respect to any other obligations that remain outstanding, shall survive such termination.
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FORM OF DIGITAL ASSET TRADING AGREEMENT
Article II.
DEFINITIONS
Section 2.1 In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Article II:
“Business Day” means any day, other than a Saturday or Sunday, that commercial banks are open in New York City, New York.
“Cryptocurrency Network” shall mean the peer-to-peer computer network that governs the transfer of the applicable cryptocurrency.
“Counterparty Purchased Cryptocurrency” shall mean the number and type of cryptocurrency Counterparty is obligated to purchase from StoneX pursuant to an Executed Order and related Trade Confirmation.
“StoneX Purchased Cryptocurrency” shall mean the number and type of cryptocurrency StoneX is obligated to purchase from Counterparty pursuant to an Executed Order and Trade Confirmation.
“Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank.
“Foreign Shell Bank” shall mean a Foreign Bank without a Physical Presence in any country but does not include a regulated affiliate.
“Non-Cooperative Jurisdiction” shall mean any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non-cooperative countries and territories.
“OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.
“Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.
“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.
“Settlement Date” shall mean, unless otherwise agreed in writing by the parties, with respect to any Executed Order if the time of the Executed Order is (i) after 8:30 a.m. New York City time but before 5:00 p.m. New York City time on a Business Day (the “Standard Trading Window”), no later than 5:00pm New York City time the following Business Day and (ii) (a) at a time outside of the Standard Trading Window, the Parties will agree to the Settlement Date at the time the Executed Order is entered.
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FORM OF DIGITAL ASSET TRADING AGREEMENT
Article
III.
REPRESENTATIONS AND WARRANTIES
Section 3.1 StoneX represents and warrants to Counterparty, as of the date hereof and on each Settlement Date:
| (a) | StoneX is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida. StoneX has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by StoneX of this Agreement, the performance by StoneX of its obligations hereunder and the consummation by StoneX of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of StoneX. | |
| (b) | This Agreement (i) has been duly executed and delivered by StoneX and (ii) assuming due authorization, execution and delivery by Counterparty, constitutes a valid and legally binding obligation of StoneX, enforceable against StoneX in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally. | |
| (c) | Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does, or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which StoneX is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which StoneX is a party. | |
| (d) | Neither StoneX, nor any Person who controls StoneX or any Person for whom StoneX is acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose funds are transferred from or through an account in a Non- Cooperative Jurisdiction. | |
| (e) | With respect to any Counterparty Purchased Cryptocurrency that StoneX sells, transfers and delivers to Counterparty, StoneX is the lawful owner of such Counterparty Purchased Cryptocurrency with good and marketable title thereto, and StoneX has the absolute right to sell, assign, convey, transfer and deliver such Counterparty Purchased Cryptocurrency. Such Counterparty Purchased Cryptocurrency shall be delivered free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights. | |
| (f) | StoneX is the lawful owner of each StoneX Wallet and has good title thereto. Each StoneX Wallet is owned and operated solely for the benefit of StoneX. Each account designated by StoneX to receive fiat from Counterparty is owned by StoneX. | |
| (g) | StoneX agrees, understands and acknowledges that (i) Counterparty engages in the bilateral purchase and sale of cryptocurrencies, including any such transaction contemplated by this Agreement, solely on a proprietary basis for investment purposes for its own account; (ii) if Counterparty transacts with StoneX it does so solely on a bilateral basis; and (iii) Counterparty is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to StoneX, any person related to or affiliated with StoneX, or any transaction subject to this Agreement. StoneX further agrees, represents and warrants that (x) StoneX is solely responsible for any decision it makes to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and (y) in entering into any such transaction, StoneX has not relied on any statement or other representation of Counterparty other than as expressly set forth herein. |
Section 3.2 Counterparty hereby represents and warrants to StoneX, as of the date hereof and on each Settlement Date:
| (a) | Counterparty is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of State of Delaware. Counterparty has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Counterparty of this Agreement, the performance by Counterparty of its obligations hereunder and the consummation by Counterparty of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Counterparty. | |
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FORM OF DIGITAL ASSET TRADING AGREEMENT
| (b) | This Agreement (i) has been duly executed and delivered by Counterparty and (ii) assuming due authorization, execution and delivery by StoneX, this Agreement constitutes a valid and legally binding obligation of Counterparty, enforceable against Counterparty in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally. | |
| (c) | Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does, or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Counterparty is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Counterparty is a party. | |
| (d) | Neither Counterparty, nor any Person who controls Counterparty or any Person for whom Counterparty is acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction. | |
| (e) | With respect to any StoneX Purchased Cryptocurrency, Counterparty sells, transfers and delivers to StoneX, Counterparty is the lawful owner of such StoneX Purchased Cryptocurrency with good and marketable title thereto, and Counterparty has the absolute right to sell, assign, convey, transfer and deliver such StoneX Purchased Cryptocurrency. Such StoneX Purchased Cryptocurrency shall be delivered free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights. | |
| (f) | Counterparty is the lawful owner of each Counterparty Wallet and has good title thereto. Each Counterparty Wallet is owned and operated solely for the benefit of Counterparty. Each account designated by Counterparty to receive fiat from StoneX is owned by Counterparty. | |
| (g) | Counterparty agrees, understands and acknowledges that (i) StoneX engages in the bilateral purchase and sale of cryptocurrencies, including any such transaction contemplated by this Agreement, solely on a proprietary basis for investment purposes for its own account; (ii) if StoneX transacts with Counterparty it does so solely on a bilateral basis; and (iii) StoneX is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to Counterparty, any person related to or affiliated with Counterparty, or any transaction subject to this Agreement. Counterparty further agrees, represents and warrants that (x) Counterparty is solely responsible for any decision it makes to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and (y) in entering into any such transaction, Counterparty has not relied on any statement or other representation of StoneX other than as expressly set forth herein. |
Article
IV.
EVENTS OF DEFAULT
Section 4.1 Events of Default. Each of the following shall be deemed an “Event of Default” with respect to the Parties:
| (a) | A Party fails to comply with any provision of, or perform any obligation under, this Agreement , including its obligation to deliver any Specified Cryptocurrency or Payment Amount when due; | |
| (b) | Any material representation or warranty made by a Party in this Agreement is not or ceases to be true or correct in any material respect and is not capable of being cured within a commercially reasonable period of time; | |
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FORM OF DIGITAL ASSET TRADING AGREEMENT
| (c) | A Part has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof; | |
| (d) | A Party admits in writing it is unable to pay its debts as they become due; or | |
| (e) | Any regulatory authority with jurisdiction over the Party (i) suspends the conduct of Counterparty’s business or revokes any material authorizations, memberships, licenses or other similar approvals or (ii) institutes any proceeding (a) alleging fraud, breach of fiduciary duty or violation of law by the Party or (b) involving this Agreement. |
Section 4.2 Remedies. Upon the occurrence of an Event of Default, the non-defaulting Party shall have the right, in its sole discretion, to take any of the following actions:
| (a) | Cancel and terminate any or all transaction that has not yet settled and require defaulting Party to pay the non-defaulting Party an amount reasonably determined by the non-defaulting Party to compensate it for any and all losses, costs, expenses, and fees incurred in connection with such cancelled or terminated trade(s). | |
| (b) | Set off and net any obligations of the non-defaulting Party or its affiliates to the defaulting Party or its affiliates against any obligations of the defaulting Party or its affiliates to the non-defaulting Party or its affiliates; | |
| (c) | Terminate any or all of the non-defaulting Party’s obligations for future performance to the defaulting Party; and | |
| (d) | Take such other actions as the non-defaulting Party, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement. |
Article
V.
LIMITATION OF LIABILITY; INDEMNITY
Section 5.1 Use of E-Execution System. By accessing the E-Execution System, Counterparty agrees that: (a) the E-Execution System is being provided to Counterparty on an “as is” basis for its internal use only and only Authorized Users shall access the E-Execution System; (b) Counterparty shall, and shall cause each Authorized User to, access the E-Execution System exclusively through a secure point including, but not limited to graphical or programmatic interfaces, whether accessed via the Internet, a private connection or any other technological means, using unique login credentials assigned to each Authorized User, (c) Counterparty assumes all risk and bears sole responsibility for establishing access to the E-Execution System; (d) all information including, but not limited to pricing data, provided via the E-Execution System (the “E-Execution System Information”) is and shall remain the sole and exclusive property of StoneX, (e) Counterparty shall have no right to use the E-Execution System Information except as expressly permitted by this Agreement, (f) Distribution of E-Execution System Information is expressly prohibited; (g) StoneX may deny Counterparty’s access to the E-Execution System at any time and without notice, if StoneX reasonably believes that such access is in violation of this Agreement; (h) Counterparty shall be responsible for all acts or omissions of any person utilizing the E-Execution System, including, but not limited to, orders placed or transactions executed via the E-Execution System through Counterparty’s access; (i) StoneX will use reasonable efforts but is under no obligation to accept an order from Counterparty for the purchase or sale of a cryptocurrency based on streaming price provided through the E-Execution System or cancel an order that Counterparty seeks to cancel; (j) StoneX has no responsibility for Counterparty transmissions that are inaccurate or not received by StoneX; and (k) StoneX makes no warranty, express or implied, concerning the E-Execution System or with respect to any data or information made available through the E-Execution System and StoneX expressly disclaims any implied warranties of merchantability, non-infringement or fitness for a particular purpose, including any warranty for the use of the E-Execution System with respect to its correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise.
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FORM OF DIGITAL ASSET TRADING AGREEMENT
Section 5.2 Limitation of Liability. COUNTERPARTY’S USE OF THE E-Execution System IS AT COUNTERPARTY’S OWN RISK. NEITHER STONEX NOR ANY OF ITS OWNERS, OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS (EACH A “STONEX PARTY”) SHALL BE LIABLE TO COUNTERPARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT OR TORT, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY INFORMATION PROVIDED BY STONEX, INCLUDING ANY INFORMATION PROVIDED THROUGH THE E-Execution System, Except to the extent caused by StoneX gross negligence or willful misconduct. IN NO EVENT WILL ANY STONEX PARTY BE LIABLE TO COUNTERPARTY OR ANY THIRD PARTY FOR (I) ANY ACT OR OMISSION (INCLUDING INSOLVENCY) OR DELAY OF ANY THIRD PARTY, INCLUDING ANY BANK, DIGITAL WALLET PROVIDER OR DIGITAL CURRENCY EXCHANGE OR ANY OF THEIR AGENTS OR SUBCONTRACTORS, (II) ANY INTERRUPTION OR DELAYS OF SERVICE, SYSTEM FAILURE, OR ERRORS IN THE DESIGN OR FUNCTIONING OF ANY ELECTRONIC SYSTEM, Except to the extent caused by StoneX gross negligence or willful misconduct, OR (III) ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT (INCLUDING LOST PROFITS AND TRADING LOSSES AND DAMAGES) OR SIMILAR DAMAGES, EVEN IF A STONEX ENTITY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.
Section 5.3 Indemnity. StoneX and Counterparty will each indemnify, defend and hold the other Party harmless together with its officers, directors, members, affiliates, employees, agents and licensors (the “Indemnified Parties”) from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including attorneys’ fees) resulting from any third-party action related to: (i) breach of the terms of this Agreement, (ii) violation of any applicable law, rule or regulation, (iii) reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by the other Party, or (iv) other acts or omissions in connection with the execution of transactions with the other Party. Neither Party will settle any matter without the other Party’s prior written consent unless such settlement contains a full release of the Indemnified Parties and does not contain or otherwise require an admission of liability by any Indemnified Party. For the avoidance of doubt, this indemnity provision shall survive any termination of this Agreement.
Article
VI.
MISCELLANEOUS
Section 6.1 Amendments; Waivers.
The provisions of this Agreement may be amended only if the other Party has consented in writing (or been deemed to consent) to such amendment. No consent with respect to any action or omission shall operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy or power provided herein or by law or at equity.
Section 6.2 Assignment; Successors and
Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign or delegate its rights or obligations hereunder without the prior written consent of the other Party, which may be withheld in its sole discretion.
Section 6.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
Section 6.4 Descriptive Headings and Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless otherwise indicated, references to Articles and Sections herein are references to Articles and Sections of this Agreement.
7
FORM OF DIGITAL ASSET TRADING AGREEMENT
Section 6.5 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. EACH PARTY, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK, NEW YORK AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section 6.5.
Section 6.6 Confidentiality. Each of StoneX and Counterparty hereby agrees to not disclose, and to otherwise keep confidential, the transactions contemplated hereby, any information provided by or set forth on the E-Execution System, the existence or nature of any relationship between the Parties, the name of the other Party or the fact that the Parties engaged in any transaction (“Confidential Information”), provided, however, that each Party may disclose Confidential Information to its directors, officers, members, employees, agents, affiliates, trustees, depositaries, and professional advisers or to financial institutions providing services to a Party in connection with any applicable anti-money laundering or compliance requirements. If either Party is required by law, rule or regulation, or advised by legal counsel to disclose such information (the “Required Party”), the Required Party will, to the extent legally permissible, provide the other Party (the “Subject Party”) with prompt written notice of such requirement so that such Subject Party may seek an appropriate protective order or waive compliance with this Section 6.7. The Subject Party shall promptly respond to such request in writing by either authorizing the disclosure or advising of its election to seek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure shall be deemed approved. Each Party hereby further agrees to not make any public announcement, public statement or advertisement relating to the relationship of the Parties or the fact that the Parties engaged in any transaction without the prior written consent of the other Parties, except as otherwise required by law or regulation, including disclosure in a prospectus or other regulatory filing. The Parties agree to at all times have in place procedures reasonably designed to prevent the use and dissemination of Confidential Information except as permitted by this Section 6.6. The confidentiality obligations set forth in this Section 6.6 shall survive the termination or expiration of this Agreement.
Section 6.7 Entire Agreement. This Agreement and each Executed Order and related Trade Confirmation contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto.
Section 6.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Transmission by email or other form of electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
Section 6.9 Notices, Consents, etc. Any notices, consents or other communications required or permitted to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.
| (a) | If to StoneX, to: |
StoneX Digital LLC
1075 Jordan Creek Parkway, Suite 300
West Des Moines, IA 50266
| (b) | If to Counterparty, the address specified in its signature block on the signature page hereto |
Date of service of such notice shall be (w) the date such notice is personally delivered or sent by email (it being agreed and understood that if an email is not sent during the normal business hours of the receiving party such email shall be deemed to have been sent at the opening of business on the next business day for the receiving party), (x) three (3) business days after the date of mailing if sent by certified or registered mail, or (y) one (1) business day after date of delivery to the overnight courier if sent by overnight courier.
8
FORM OF DIGITAL ASSET TRADING AGREEMENT
Section 6.10 Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.
Section 6.11 Force Majeure. No Party shall be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond the reasonable control of such Party, including any act of God; embargo; natural disaster; act of civil or military authorities; act of terrorists including cyber-related terrorist acts; hacking (not reasonably preventable by market standard security or other measures); suspension of market trading in an asset; civil disturbance; war; strike or other labor dispute; fire; severe weather that caused catastrophic damage; technological disruptions such as interruption in telecommunications, Internet services or network provider services, or failure of communication lines that were not reasonably preventable by market standard security, backup, disaster recovery, or other market standard measures; unauthorized third-party access ; third-party theft;; plague; epidemic; pandemic; outbreaks of infectious disease or any other public health crises, including quarantine or other employee restrictions; or any other catastrophe or other occurrence which is beyond the reasonable control of such Party.
Section 6.12 Survival. All provisions of this Agreement which by their nature extend beyond the termination of this Agreement, including, sections pertaining to termination, cancellation, disputes, the treatment of confidential information, and general provisions such as indemnification and limitation of liability, shall survive the termination of this Agreement.
Section 6.13 Additional Bankruptcy Matters. The Parties acknowledge that each Executed Order is a “securities contract,” “swap agreement,” “forward contract,” “repurchase agreement,” or “commodity contract” within the meaning of Title 11 of the United States Code (the “Bankruptcy Code”) and that each delivery, transfer, and payment made or required to be made by, contemplated by, or contemplated in connection with, any transaction hereunder is a “transfer” and a “margin payment” or a “settlement payment” within the meaning of Sections 362(b)(6), (7), (17) and/or (27) and Sections 546(e), (f), (g) and/or (j) of the Bankruptcy Code. The Parties further acknowledge that this Agreement is a “master netting agreement” within the meaning of the Bankruptcy Code.
Section 6.14 Recordings. Each Party recognizes that both Parties are afforded protection by the recording of telephone conversations, and each Party is aware that the other may record conversations between the Parties and their representatives relating to the matters referred to in this Agreement, and each Party consents to such recording. Each Party recognizes that the other party may record conversations without further notice and without assuming responsibility to make or retain such recordings.
Section 6.15 StoneX. Except as permitted by Section 6.6, Counterparty shall not use the name of StoneX or any of affiliates without StoneX’s prior written consent, including without limitation in any advertisement, publication or offering material.
[Signature page follows]
9
FORM OF DIGITAL ASSET TRADING AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
STONEX DIGITAL LLC
By: /s/Eric M. Rose
Name: Eric Rose
Title: Global Head of StoneX Digital
COUNTERPARTY:
T. ROWE PRICE SPONSOR LLC, ACTING AS
AGENT ON BEHALF OF, THE T. ROWE PRICE
ACTIVE CRYPTO ETF, and NOT IN ITS
INDIVIDUAL CAPACITY
By: /s/Jeremy Mitzel
Name: Jeremy Mitzel
Title: Vice President
Address for notices:
1307 Point Street
Baltimore, MD 21231
Attention: Legal Capital Markets Team
Email: [email protected]
10
FORM OF DIGITAL ASSET TRADING AGREEMENT
Exhibit B
Counterparty’s Location, Wallet, Address, Account or Storage Device
To Be Provided in Separate Writing
USD Wire Instructions
Domestic:
Bank:
Bank Address:
ABA Number:
Beneficiary Name:
Beneficiary Address:
Account Number:
International:
Intermediary Bank:
Bank Address:
SWIFT:
ABA Number:
Receiving Bank:
Receiving Bank Address:
Routing Number:
Beneficiary Name:
Beneficiary Address:
Account Number:
BTC Address
[____]
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T. ROWE PRICE ACTIVE CRYPTO ETF 8-K
Exhibit 10.2
LIQUIDITY PROVIDER AGREEMENT
FOR TRADING IN DIGITAL ASSETS
This LIQUIDITY PROVIDER AGREEMENT FOR TRADING IN DIGITAL ASSETS (this “Agreement”), is made and entered into as of this 15 day of May, 2026, by and between Virtu Financial Singapore Pte. Ltd., (“Liquidity Provider”) and T. Rowe Price Sponsor LLC, (“Sponsor”), acting as agent and not in its individual capacity, on behalf of the Fund (“Counterparty”). Liquidity Provider and Counterparty are each a “Party”, and collectively, the “Parties”.
WHEREAS, the Parties desire to enter into spot purchase or sale transactions in digital assets on a principal to principal basis (each such trade, a “Transaction”);
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I.
SALE AND PURCHASE OF DIGITAL ASSETS
Section 1.1 Execution. If the Parties desire to agree to the terms of a Transaction directly via chat or other electronic or non-electronic communication (“Manual Execution) , the terms of such Transaction shall become binding on both Parties once agreed in writing. Upon such agreement, Liquidity Provider will send Counterparty a confirmation containing substantially the information contained in the form confirmation contained in Exhibit A (a “Confirmation”). Confirmations shall be deemed to be correct, absent manifest error. The failure to send a Confirmation of the Transaction does not affect the validity of an agreed-upon Transaction.
Section 1.2 Settlement. For purposes of this Agreement:
“Settlement Condition Precedent” means the condition precedent to Liquidity Provider initiating settlement of a Transaction that (1) if requested by Liquidity Provider, Counterparty or Sponsor has provided adequate assurance supported by reasonable evidence that Counterparty has sufficient assets to timely settle such Transaction upon Liquidity Provider’s settlement of the Transaction and (2) there has not occurred an Event of Default or a potential Event of Default (i.e., an event that with the giving of notice or passage of time or both, would constitute an Event of Default) in respect of Counterparty or Sponsor.
“Settlement Date” means, unless otherwise agreed between the parties, (x) in relation to a Transaction in which Liquidity Provider is the seller of the digital assets, the Business Day on which a purchase order for the Counterparty’s shares (the “Purchase Order”) would settle in accordance with the Counterparty’s creation procedures had the Transaction and the Purchase Order been executed on the same day, and (y) in relation to a Transaction in which Liquidity Provider is the purchaser of the digital assets, the Business Day on which the related redemption order for the Counterparty’s shares (the “Redemption Order”) will settle in accordance with the Counterparty’s redemption procedures had the Transaction and the Redemption Order been executed on the same day. Liquidity Provider and Counterparty agree to reasonably adjust the Settlement Date for any Transaction to account for network cool-down periods, blockchain congestions or other conditions.
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“Settlement Window” means, unless otherwise agreed the period commencing at [8:00] am EST on the Settlement Date and ending on [5:00] pm EST on the Settlement Date.
(a) Unless otherwise agreed, as promptly as reasonably possible (in light of operational limitations) following the commencement of the Settlement Window but subject to the Settlement Condition Precedent, Liquidity Provider shall initiate the transfer of digital assets or cash, as applicable, to Counterparty’s wallet or account, as applicable, as provided by or on behalf of Counterparty. The delivery will be complete once (1) in the case of digital assets, the transaction on the relevant blockchain is verified by the relevant number of confirmations from such blockchain for the applicable digital asset as specified in the Confirmation or otherwise as mutually agreed by the Parties , and the assets are available to Counterparty in its designated digital wallet or (2) in the case of cash, the cash is available to Counterparty in its designated account (without regard to any restrictions imposed by the entity maintaining the applicable digital or designated account for Counterparty). Counterparty acknowledges that Liquidity Provider’s delivery may be delayed to any digital wallets or accounts that have not been pre-cleared by Liquidity Provider in advance.
(b) Unless otherwise agreed, promptly after receiving delivery in accordance with Section 1.2(a) (in light of operational limitations), Counterparty shall initiate the transfer of digital assets or cash, as applicable, to Liquidity Provider’s wallet or account, as applicable, as provided by or on behalf of Liquidity Provider; provided that such transfer shall be completed prior to the end of the Settlement Window. The delivery will be complete once (1) in the case of digital assets, the transaction on the relevant blockchain is verified by the relevant number of confirmations from such blockchain for the applicable digital asset as specified in the Confirmation or otherwise as mutually agreed by the Parties, and the assets are available to Liquidity Provider in its designated digital wallet or (2) in the case of cash, the cash is available to Liquidity Provider in its designated account (without regard to any restrictions imposed by the entity maintaining the applicable digital or designated account for Liquidity Provider). Once Counterparty’s delivery is complete, the Transaction is finally and irrevocably settled.
Section 1.3 Transaction Netting. Unless otherwise agreed, if the Parties enter into two or more outstanding Transactions with each other in a given Settlement Window, then: (a) the Party obligated to deliver the greater amount of a given digital asset across any such Transactions will deliver the net outstanding balance of such digital asset; and (b) the Party obligated to deliver the greater amount of cash across any such Transactions will deliver the net outstanding balance of cash.
Section 1.4 Authorized Traders. Liquidity Provider may rely on any communication provided by any person that Liquidity Provider reasonably believes is authorized by Counterparty, whether or not such person has actual authority, and Counterparty agrees to be bound by such communications.
Section 1.5 Forks and Airdrops. Unless otherwise agreed in writing, any purchased digital asset will not include any additional digital assets resulting from a fork or airdrop that has occurred after execution and before settlement on Settlement Date.
Section 1.6 Clearly Erroneous Transactions. If the Parties agree that a Transaction is erroneous, then the Parties shall agree on a reasonable adjustment to the terms of the Transaction. If either Party determines (“Determining Party”) that a Transaction is a Clearly Erroneous Transaction, the Determining Party will consult with the other Party (“Non-Determining Party”) on (i) the basis of such determination (and shall provide supporting information in reasonable detail) and (ii) a reasonable adjustment to the terms of the Transaction. If the Non-Determining Party does not agree to such adjustment or the Determining Party determines that there is no reasonable adjustment to the Transaction, the Determining Party by notice to the Non-Determining Party shall cancel such Transaction. A “Clearly Erroneous Transaction” is a Transaction with terms of execution that an experienced professional digital asset trader would reasonable determine as manifestly erroneous under the market conditions prevailing at the time of execution. Claim(s) of a clearly erroneous Transaction must be raised by a Party within a commercially reasonable period of time following execution and prior to settlement.
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ARTICLE II.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
Section 2.1 Representations and Warranties. Each Party represents and warrants to the other, and in the case of paragraphs (a)(i), (b), (c), (e), and (g), Sponsor represents and warrants to Liquidity Provider, as of the date hereof and as of the date of each Transaction that:
(a) (i) It is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) it has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate any Transactions; and (iii) its execution and delivery of this Agreement, its performance of its obligations hereunder and the consummation of the Transactions have been duly authorized by all requisite action on its part.
(b) This Agreement has been duly executed and delivered by such Party and Sponsor and constitutes its valid and legally binding obligation, enforceable against such Party and, as applicable, Sponsor, in accordance with its terms.
(c) Neither the execution and delivery of this Agreement, nor the consummation of the Transactions, does or will violate any applicable law, rule or regulation or conflict with, violate or constitute a default under any material agreement to which it is a party.
(d) It is trading as principal for its own account, out of immediately available assets, and not for the account of any other individual, person or entity.
(e) It is not (i) on a list of specially designated nationals and blocked persons under the Office of Foreign Assets Control, (ii) a shell bank or (iii) resident in, or transferring funds from, a non-cooperative jurisdiction.
(f) With respect to any digital asset such Party sells, transfers and delivers to the other Party, the transferring Party (and/or its delivery agent) is the lawful owner of such digital asset with good and marketable title thereto, and the transferring Party (and/or its delivery agent) has the absolute right to sell, assign, convey, transfer and deliver such digital asset. Such digital asset is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.
(g) It is at all times during the term of this Agreement and any Transaction hereunder, inmaterial compliance with all applicable laws, rules and regulations. It is not, and has never been, engaged in any market manipulation, front running, spoofing or any other illegal activity.
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(h) It is the owner of each wallet to which it instructs the other Party to make a transfer, and has good title thereto. Each of its wallets is owned and operated solely for the benefit of such Party, and no person has any right, title or interest in any such wallet.
Additionally, Sponsor represents and warrants to Liquidity Provider, as of the date hereof and as of the date of each Transaction that:
(i) Counterparty has granted to Sponsor, and Sponsor has authority to enter into this Agreement and any Transaction on behalf of Counterparty and to perform or cause the performance on behalf of Counterparty all of that Counterparty’s obligations hereunder, including for the avoidance of doubt, settlement of Transactions.
Section 2.2 Acknowledgements. Counterparty and Sponsor each agrees, understands and acknowledges that:
(a) Liquidity Provider engages in the bilateral purchase and sale of digital assets, including any Transaction contemplated by this Agreement, solely on a proprietary basis for its own account, and does not act as an exchange, broker or custodian for Sponsor or Counterparty.
(b) Liquidity Provider is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to Sponsor or Counterparty, any person related to or affiliated with Sponsor or Counterparty, any customers of Counterparty, or any transaction subject to this Agreement.
(c) Sponsor and/or the Counterparty is solely responsible for any decision to enter into a Transaction subject to this Agreement, including the evaluation of any and all risks related to any such Transaction. In entering into any Transaction, neither Sponsor nor Counterparty has relied on any statement or other representation of Liquidity Provider.
ARTICLE III.
DEFAULT
Section 3.1 Events of Default. Any of the following events constitutes an event of default in respect of a Party (“Event of Default”) (if such event occurs in respect of (x) Liquidity Provider, the non-defaulting Party shall be Counterparty and Liquidity Provider shall be the defaulting Party, and (y) Counterparty or Sponsor, the non-defaulting Party shall be Liquidity Provider and the defaulting Party shall be Counterparty):
| (a) | Failure to comply with Section 1.2; |
| (b) | Any representation or warranty proves to be untrue in any material respect; |
| (c) | A material breach in the performance by a Party of any other agreements, conditions, covenants, provisions or stipulations contained in this Agreement; |
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| (d) | Any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings shall be instituted by or against a Party; |
| (e) | (i) Sponsor has instituted against it any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings or (ii) Sponsor ceases to, or ceases to have authority to, act for or on behalf of Counterparty. |
Section 3.2 Remedies. Upon the occurrence of any Event of Default, the non-defaulting Party may, at its option: (i) close-out, cancel, liquidate, sell, accelerate and/or terminate (collectively “Close-Out”) any unsettled Transaction(s); (ii) use the proceeds obtained from any Close-Out to discharge any of the defaulting Party’s obligations to the non-defaulting Party, including any unpaid or undelivered amounts, losses and costs (including losses due to the change in the market value of any applicable digital assets); (iii) in lieu of effecting a Close-Out of any Transactions, elect to determine in good faith and in a commercially reasonable manner, its losses and costs in connection with the defaulting Party’s obligations and calculate the amounts owed by the defaulting Party to the non-defaulting Party (including any unpaid and undelivered amounts, and including losses due to the change in the market value of any applicable digital assets); and (iv) set-off, net, and recoup any due and payable obligations to the defaulting Party under this Agreement against any due and payable obligations to the non-defaulting Party. The non-defaulting Party’s rights and remedies hereunder are cumulative and are in addition to any other rights and remedies available in law or equity. The defaulting Party shall remain liable for any unpaid or undelivered amounts, and, to the extent permitted by law, for interest on any amount not paid when due.
ARTICLE IV.
CONFIDENTIALITY
Section 4.1 Non-Disclosure. Each Receiving Entity (i.e., a Party or Sponsor) shall at all times maintain the confidentiality of Confidential Information (as defined herein) with the same standard of care as it uses for its own confidential information, but no less than a reasonable standard of care. The Receiving Entity may disclose Confidential Information: (i) to its affiliates and its and their employees, officers, directors, advisers, lenders, rating agencies, agents, affiliates, auditors, trustees, depositaries, and representatives who have been informed of the confidential nature of the information, or (ii) to the extent such information is required or requested to be disclosed by law, rule, regulation or judicial order (including by any self-regulatory organization having jurisdiction or claiming to have jurisdiction over the Receiving Entity). In all other circumstances, the Receiving Entity shall not disclose any Confidential Information, either directly or indirectly, to any third-party without the disclosing entity’s prior written consent. The Parties agree to at all times have in place procedures reasonably designed to prevent the use and dissemination of Confidential Information except as permitted by this Section 4.1.
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“Confidential Information” means, with respect to a Disclosing Party (i.e., a Party or Sponsor), any non-public information or data provided or disclosed by it to the Receiving Party in any form or medium including information regarding the Disclosing Party’s or its affiliates’ financial condition, management and business, business relationships, accounting practices, systems, contracts, and/or investment strategies as well as the terms and existence of this Agreement and any Transaction. Notwithstanding the above, Confidential Information shall not include information that (i) is or becomes available to the general public other than by disclosure by the Receiving Party or its representatives; (ii) was known to the Receiving Party previously or was rightfully obtained by the Receiving Party from a third-party, provided that, in either case, the source of such information was not known to be bound by a confidentiality obligation with respect to such information; or (iii) is independently developed by the Receiving Party.
Section 4.2 Publicity. Neither Liquidity Provider on the one hand, nor Counterparty or Sponsor on the other, shall use the other’s trade names, trademarks, service marks, or domain name, or otherwise refer to the other in any promotional material, website, advertisement, news release or any other publication without the other’s prior written consent.
Section 4.3 Data. Liquidity Provider is the sole owner of, and retains all right, title and interest in, any price quotation or other information available via on a Liquidity Provider owned and operated platform (“LP Platform”) (“Data”), including all intellectual or proprietary rights therein or related thereto. Counterparty may only use Data for the purpose of entering into Transactions with Liquidity Provider. Liquidity Provider may only use data provided by Counterparty or Sponsor via LP Platform for the Purposes of entering into Transactions with Counterparty. Neither Counterparty nor Sponsor will , nor permit anyone to, copy, reproduce, retransmit, redistribute, furnish, communicate or otherwise make available any portion, derivation or revision of the Data in any medium, print or electronic, in any manner, whether within or outside Counterparty or Sponsor, without the express written consent of Liquidity Provider, except on an anonymized basis to its customers solely for the purpose of facilitating Transactions hereunder. Data constitutes “Confidential Information” of Liquidity Provider under this Agreement, subject to the exception in the previous sentence. Without limiting the generality of the foregoing, Counterparty, Sponsor, and Liquidity Provider may only share Data with its employees on a need-to-know basis for purposes of OTC trading.
ARTICLE V.
LIMITATION OF LIABILITY; INDEMNITY
Section 5.1 Limitation of Liability. Liquidity Provider, Counterparty, and Sponsor shall each have no liability: (i) for any act or omission (including insolvency) or delay of any third-party, including any bank, digital wallet provider or digital currency exchange or any of their agents or subcontractors or (ii) for any interruption or delays of service, system failure, or errors in the design or functioning of any electronic system, provided that such system is not maintained by Liquidity Provider.
Section 5.2 Indemnity. Counterparty, Sponsor, and Liquidity Provider, will each indemnify, defend and hold parties covered by this clause harmless together with its officers, directors, members, affiliates, employees, agents and licensors from and against all losses, liabilities, judgments, proceedings, claims, damages and costs (including reasonable attorneys’ fees) resulting from any third-party action related to: (i) the indemnifying party’s breach of the terms of this Agreement, (ii) the indemnifying party’s violation of any applicable law, rule or regulation, or (iii) the indemnified party’s reasonable reliance on any instruction (in whatever form delivered) which it reasonably believed to have been given by or on behalf of the indemnifying party. No indemnifying party will settle any matter without prior written consent of the indemnified party unless such settlement contains a full release of the indemnified party and does not otherwise require an admission of liability by any indemnified party. For the avoidance of doubt, this indemnity provision shall survive any termination of this Agreement.
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ARTICLE VI.
MISCELLANEOUS
Section 6.1 Term. This Agreement shall remain in effect until terminated in writing by either Party or Sponsor, as applicable.
Section 6.2 Taxes. Each Transaction is exclusive of any applicable taxes. Each Party shall be responsible for paying its own taxes, if any, in connection with any Transaction. Prior to entering into any Transactions hereunder, each Party will provide the other Party with a valid, complete IRS Form W-9 or applicable IRS Form W-8.
Section 6.3 Notices, Consents, etc. Notices hereunder will be effective upon delivery, if in writing and sent by hand, certified mail, or by overnight courier, return receipt requested, if to Counterparty T. Rowe Price Sponsor LLC, 1307 Point Street, Baltimore, MD, 21231, Attention: Legal Department, with an email copy to [email protected] and if to Liquidity Provider, to 2 Central Boulevard, #15-01, IOI Central Boulevard Towers, Singapore 018916 Attention: Crypto team, with an email copy to [email protected] with legal notices sent to [email protected].
Section 6.4 Amendments; Waivers. This Agreement may be amended only by written consent of both Parties. No Party by its failure or delay to exercise, or by its single or partial exercise of, a right or remedy, will be deemed to have waived any right or remedy, by operation of law or otherwise.
Section 6.5 Assignments. No party to this Agreement may assign this Agreement without the written consent of the other party; provided that i) Liquidity Provider may assign to an affiliate at any time with prompt notice to Counterparty and Sponsor and ii) Sponsor may assign to an affiliate at any time with prompt notice to Liquidity Provider.
Section 6.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
Section 6.7 Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to principles of conflicts of law. The parties to this agreement will submit to the exclusive jurisdiction of the Courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City. The parties hereby consent to service of process by email, in accordance with such rules. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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Section 6.8 Entire Agreement. This Agreement and each Transaction executed after the date hereof constitutes the entire agreement between the Parties and supersedes any existing agreements between the Parties, oral or written, concerning this subject matter.
Section 6.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
Virtu Financial Singapore Pte. Ltd.
By: /s/Nurevonie Ahmad Hanip
Name: Nurevonie Ahmad Hanip
Title: Director
T. ROWE PRICE SPONSOR LLC,
ON BEHALF FUND,
NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS SPONSOR:
By: /s/Jeremy Mitzel
Name: Jeremy Mitzel
Title: Vice President
T. ROWE PRICE SPONSOR IN ITS
INDIVIDUAL CAPACITY FOR PURPOSES
OF ITS OWN OBLIGATIONS UNDER
THE AGREEMENT:
By: /s/Jeremy Mitzel
Name: Jeremy Mitzel
Title: Vice President
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Exhibit A: Form of Confirmation for Execution
Date: [ ] [Time]
Buyer: [ ]
Seller: [ ]
Ticker: [ ]
Quantity: [ ]
Price: [ ]
Currency: [ ]
Net Amount: [ ]
[Liquidity Provider Bank Information for USD:
Bank Name: ___________
SWIFT ID: ___________
Account Number: ___________
or
Liquidity Provider Wallet Information
Wallet destination: ____________________________]
Please confirm that you agree with the details of the trade and provide us with your [bank account] [digital wallet] information. Please note that any bank account or digital wallet that has not been pre-cleared by Liquidity Provider may delay settlement.
[For sales by Liquidity Provider: [Quantity/ ticker] will be sent after receipt of the funds.]
[For purchases by Liquidity Provider: [Price] will be sent after [number of] confirmations.]