EX-4.1





 ETH-6 
  

Confidential treatment requested by the registrant for its submission of this draft registration statement 

pursuant to Securities and Exchange Commission Rule 83 
  

Exhibit 4.1 
 AMENDED AND
RESTATED 
 DECLARATION OF TRUST 

AND 
 TRUST AGREEMENT

 OF 
 ETHEREUM
INVESTMENT TRUST 
 Dated as of July 3, 2018 

By and Among 
 GRAYSCALE
INVESTMENTS, LLC 
 DELAWARE TRUST COMPANY 

and 
 THE SHAREHOLDERS

  













 ETH-7 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 TABLE OF CONTENTS 
  

 

							
	 	  	Page No.	 
	ARTICLE I	  			
		
	DEFINITIONS; THE TRUST	  			
			
	 SECTION 1.1
	 	Definitions	  	 	1	 
	 SECTION 1.2
	 	 Name
	  	 	7	 
	 SECTION 1.3
	 	 Delaware Trustee; Offices
	  	 	7	 
	 SECTION 1.4
	 	 Declaration of Trust
	  	 	8	 
	 SECTION 1.5
	 	 Purposes and Powers
	  	 	8	 
	 SECTION 1.6
	 	 Tax Treatment
	  	 	8	 
	 SECTION 1.7
	 	 Legal Title
	  	 	9	 
		
	ARTICLE II	  			
		
	THE TRUSTEE	  			
	 SECTION 2.1
	 	 Term; Resignation; Removal
	  	 	9	 
	 SECTION 2.2
	 	 Powers
	  	 	10	 
	 SECTION 2.3
	 	 Compensation and Expenses of the Trustee
	  	 	10	 
	 SECTION 2.4
	 	 Indemnification
	  	 	10	 
	 SECTION 2.5
	 	 Successor Trustee
	  	 	11	 
	 SECTION 2.6
	 	 Liability of Trustee
	  	 	11	 
	 SECTION 2.7
	 	 Reliance; Advice of Counsel
	  	 	13	 
	 SECTION 2.8
	 	 Payments to the Trustee
	  	 	14	 
		
	ARTICLE III	  			
		
	SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS	  			
			
	 SECTION 3.1
	 	General	  	 	14	 
	 SECTION 3.2
	 	 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Persons Other than
Participants
	  	 	14	 
	 SECTION 3.3
	 	 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Participants
	  	 	14	 
	 SECTION 3.4
	 	 Book-Entry System
	  	 	16	 
	 SECTION 3.5
	 	 Assets of the Trust
	  	 	16	 
	 SECTION 3.6
	 	 Liabilities of the Trust
	  	 	16	 
	 SECTION 3.7
	 	 Distributions
	  	 	16	 
	 SECTION 3.8
	 	 Voting Rights
	  	 	17	 
	 SECTION 3.9
	 	 Equality
	  	 	17	 
		
	ARTICLE IV	  			
		
	TRANSFERS OF SHARES	  			
			
	 SECTION 4.1
	 	 General Prohibition
	  	 	17	 
	 SECTION 4.2
	 	 Restricted Securities
	  	 	17	 
	 SECTION 4.3
	 	 Transfer of Shares Generally
	  	 	17	 


  
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 ETH-8 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 


							
		
	ARTICLE V	  			
		
	REDEMPTIONS	  			
	 SECTION 5.1
	 	 Unavailability of Redemption Program
	  	 	18	 
	 SECTION 5.2
	 	 Redemption of Redemption Baskets
	  	 	18	 
	 SECTION 5.3
	 	 Other Redemption Procedures
	  	 	19	 
		
	ARTICLE VI	  			
		
	THE SPONSOR	  			
			
	 SECTION 6.1
	 	 Management of the Trust
	  	 	19	 
	 SECTION 6.2
	 	 Authority of Sponsor
	  	 	19	 
	 SECTION 6.3
	 	 Obligations of the Sponsor
	  	 	21	 
	 SECTION 6.4
	 	 General Prohibitions
	  	 	23	 
	 SECTION 6.5
	 	 Liability of Covered Persons
	  	 	24	 
	 SECTION 6.6
	 	 Fiduciary Duty
	  	 	24	 
	 SECTION 6.7
	 	 Indemnification of the Sponsor
	  	 	26	 
	 SECTION 6.8
	 	 Expenses and Limitations Thereon
	  	 	27	 
	 SECTION 6.9
	 	 Voluntary Withdrawal of the Sponsor
	  	 	29	 
	 SECTION 6.10
	 	 Litigation
	  	 	29	 
	 SECTION 6.11
	 	 Bankruptcy; Merger of the Sponsor
	  	 	29	 
		
	ARTICLE VII	  			
		
	THE SHAREHOLDERS	  			
			
	 SECTION 7.1
	 	 No Management or Control; Limited Liability; Exercise of Rights through a Participant
	  	 	30	 
	 SECTION 7.2
	 	 Rights and Duties
	  	 	30	 
	 SECTION 7.3
	 	 Limitation of Liability
	  	 	31	 
	 SECTION 7.4
	 	 Derivative Actions
	  	 	32	 
	 SECTION 7.5
	 	 Appointment of Agents
	  	 	32	 
	 SECTION 7.6
	 	 Business of Shareholders
	  	 	32	 
	 SECTION 7.7
	 	 Authorization of Memorandum
	  	 	33	 
		
	ARTICLE VIII	  			
		
	BOOKS OF ACCOUNT AND REPORTS	  			
			
	 SECTION 8.1
	 	 Books of Account
	  	 	33	 
	 SECTION 8.2
	 	 Annual Reports
	  	 	33	 
	 SECTION 8.3
	 	 Tax Information
	  	 	33	 
	 SECTION 8.4
	 	 Calculation of ETH Holdings
	  	 	34	 
	 SECTION 8.5
	 	 Maintenance of Records
	  	 	35	 


  
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 ETH-9 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 


							
		
	ARTICLE IX	  			
		
	FISCAL YEAR	  			
			
	 SECTION 9.1
	 	 Fiscal Year
	  	 	35	 
		
	ARTICLE X	  			
		
	AMENDMENT OF TRUST AGREEMENT; MEETINGS	  			
			
	 SECTION 10.1
	 	 Amendments to the Trust Agreement
	  	 	35	 
	 SECTION 10.2
	 	 Meetings of the Trust
	  	 	36	 
	 SECTION 10.3
	 	 Action Without a Meeting
	  	 	37	 
		
	ARTICLE XI	  			
		
	TERM	  			
			
	 SECTION 11.1
	 	 Term
	  	 	37	 
		
	ARTICLE XII	  			
		
	TERMINATION	  			
			
	 SECTION 12.1
	 	 Events Requiring Dissolution of the Trust
	  	 	37	 
	 SECTION 12.2
	 	 Distributions on Dissolution
	  	 	39	 
	 SECTION 12.3
	 	 Termination; Certificate of Cancellation
	  	 	39	 
		
	ARTICLE XIII	  			
		
	MISCELLANEOUS	  			
	 SECTION 13.1
	 	 Governing Law
	  	 	40	 
	 SECTION 13.2
	 	 Provisions In Conflict With Law or Regulations
	  	 	40	 
	 SECTION 13.3
	 	 Counsel to the Trust
	  	 	41	 
	 SECTION 13.4
	 	 Merger and Consolidation
	  	 	41	 
	 SECTION 13.5
	 	 Construction
	  	 	41	 
	 SECTION 13.6
	 	 Notices
	  	 	42	 
	 SECTION 13.7
	 	 Confidentiality
	  	 	42	 
	 SECTION 13.8
	 	 Counterparts; Electronic Signatures
	  	 	44	 
	 SECTION 13.9
	 	 Binding Nature of Trust Agreement
	  	 	44	 
	 SECTION 13.10
	 	 No Legal Title to Trust Estate
	  	 	44	 
	 SECTION 13.11
	 	 Creditors
	  	 	45	 
	 SECTION 13.12
	 	 Integration
	  	 	45	 
	 SECTION 13.13
	 	 Goodwill; Use of Name
	  	 	45	 
	 SECTION 13.14
	 	 Compliance with Applicable Law
	  	 	45	 
		
	 EXHIBIT A
	  			
	 Form of Certificate of Trust of Ethereum Investment Trust
	  	 	A-1	 
		
	 EXHIBIT B
	  			
	 Form of Participant Agreement
	  	 	B-1	 


  
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 ETH-10 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 ETHEREUM INVESTMENT TRUST 

AMENDED AND RESTATED 

DECLARATION OF TRUST 

AND TRUST AGREEMENT 
 This AMENDED AND
RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of ETHEREUM INVESTMENT TRUST is made and entered into as of the 3rd day of July, 2018, by and among GRAYSCALE INVESTMENTS, LLC,
a Delaware limited liability company, DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder. 

*                *       
         * 
 RECITALS 

WHEREAS, the Sponsor and the Trustee entered into the Declaration of Trust and Trust Agreement dated as of December 13, 2017 (the
“Existing Agreement”); 
 WHEREAS, the Sponsor and the Trustee wish to amend the Existing Agreement pursuant
to Section 10.1 thereof, with such amendment to be effective immediately upon approval of the amendment by the Shareholders. 

NOW, THEREFORE, pursuant to Section 10.1 of the Existing Agreement, the Trustee and the Sponsor hereby amend
and restate the Existing Agreement in its entirety as set forth below. 
 ARTICLE I 

DEFINITIONS; THE TRUST 

SECTION 1.1 Definitions. As used in this Trust Agreement, the following terms shall have the following meanings unless the
context otherwise requires: 
 “Actual Exchange Rate” means, with respect to any particular asset, at any time, the price
per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. Dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses,
through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price. 
 “Additional Trust
Expenses” has the meaning set forth in Section 6.8(b). 
 “Administrator” means any
Person from time to time engaged by the Sponsor to assist in the administration of the Shares. 

  
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 ETH-11 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “Administrator Fee” means the fee payable to the Administrator for services
it provides to the Trust, which the Sponsor shall pay the Administrator as a Sponsor-paid Expense. 
 “Affiliate” means
(i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any employee, officer, director, member, manager or
partner of such Person, or (v) if such Person is an employee, officer, director, member, manager or partner, any Person for which such Person acts in any such capacity. 

“Annual Report” means (i) the Trust’s most recent annual report prepared and publicly disseminated pursuant to the
standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under the Exchange Act, the Trust’s most recent annual report on Form
10-K prepared and filed in accordance with the rules and regulations of the SEC. 

“Basket” means a block of 100 Shares. 

“Basket ETH Amount” means, on any Trade Date, the number of ETH required as of such Trade Date for each Creation Basket or
Redemption Basket, as determined by dividing (x) the number of ETH owned by the Trust at 4:00 p.m., New York time, on such Trade Date, after deducting the number of ETH representing the U.S. Dollar value of accrued but unpaid fees and
expenses of the Trust (in the case of any such fee and expense other than the Sponsor’s Fee, converted using the ETH Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time
(with the quotient so obtained calculated to one one-hundred-millionth of one ETH (i.e., carried to the eighth decimal place)), and multiplying such quotient by 100. 

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are permitted or required to close for
business in New York, New York. 
 “Certificate of Trust” means the Certificate of Trust of the Trust, including all
amendments thereto, in the form attached hereto as Exhibit A, filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute. 

“CFTC” means the Commodity Futures Trading Commission. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Corporate Trust Office” means the principal office at which at any particular time the corporate trust business of the
Trustee is administered, which office at the date hereof is located at 251 Little Falls Drive, Wilmington, DE 19808. 
 “Covered
Person” means the Sponsor and its Affiliates and their respective members, managers, directors, officers, employees, agents and controlling persons. 

  
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 ETH-12 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “Creation Basket” means a Basket issued by the Trust in exchange for the
transfer of the Basket ETH Amount to the Trust. 
 “Creation Order” has the meaning assigned thereto in
Section 3.3(a)(i). 
 “Creation Settlement Date” means, with respect to any Creation Order, the
Business Day on which such Creation Order settles, as specified in the PA Procedures. 
 “DCG” means Digital Currency
Group, Inc., a Delaware corporation. 
 “Delaware Trust Statute” means the Delaware Statutory Trust Act, Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time-to-time. 

“Distributor” means Genesis Global Trading, Inc. or any other Person from time to time engaged to provide distribution
services or related services to the Trust pursuant to authority delegated by the Sponsor. 
 “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended. 
 “Ethereum Network” means the online,
end-user-to-end-user network hosting a public transaction ledger, known as a blockchain,
and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum network. 

“ETH” means Ethereum, a type of virtual currency based on an open source cryptographic protocol existing on the Ethereum
Network as determined by the Sponsor in accordance with Section 6.2(m), and the assets underlying the Trust’s Shares. 

“ETH Account” means an account holding the Trust’s ETH, which, in the discretion of the Sponsor, could be an on-blockchain hot or cold wallet or a collection of accounts or sub-accounts maintained by one or more Security Vendors that represent or relate to on-blockchain ETH accounts that hold the Trust’s ETH. 
 “ETH Benchmark Exchanges”
means, at any time, the ETH exchanges that represent at least 10% of the aggregate trading volume of the ETH market during the last thirty (30) consecutive calendar days. 

“ETH Holdings” means, at any time, the aggregate value, expressed in U.S. Dollars, of the Trust’s assets (other than
U.S. Dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), calculated in accordance with Section 8.4. 

“ETH Holdings Fee Basis Amount” has the meaning assigned thereto in Section 8.4. 

“ETH Index Price” has the meaning ascribed to such term in the Memorandum. 

  
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 ETH-13 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “Event of Withdrawal” has the meaning set forth in
Section 12.1(a)(iv) hereof. 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 “Expenses” has the meaning set forth in Section 2.4. 

“FinCEN” means the Financial Crimes Enforcement Network, a bureau of the U.S. Department of Treasury. 

“Fiscal Year” has the meaning set forth in Article IX hereof. 

“FOIA” means the Freedom of Information Act. 

“GAAP” means U.S. generally accepted accounting principles. 

“Incidental Rights” means the rights to acquire, or otherwise establish dominion and control over, any virtual currency or
other asset or right, which rights are incident to the Trust’s ownership of ETH and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust. 

“Indemnified Persons” has the meaning assigned to such term in Section 2.4. 

“IR Virtual Currency” means any virtual currency or other asset or right acquired by the Trust through the exercise (subject
to Section 1.5(b) and Section 6.4(m)) of any Incidental Right. 
 “IRS”
means the U.S. Internal Revenue Service or any successor thereto. 
 “Liquidating Trustee” has the meaning assigned
thereto in Section 12.2. 
 “Liquidity Provider” means an entity eligible to facilitate creations
or redemptions of Shares on behalf of a Participant in exchange for cash that has entered into a Participant Agreement and has access to a Liquidity Provider Account. 

“Liquidity Provider Account” means, with respect to any Liquidity Provider, an ETH wallet address known to the Sponsor and
the Security Vendors as belonging to such Liquidity Provider. 
 “Marketer” means Genesis Global Trading, Inc. or any other
Person from time to time engaged to provide marketing services or related services to the Trust pursuant to authority delegated by the Sponsor. 

“Marketing Fee” means the fee payable to the Marketer for services it provides to the Trust, which the Sponsor shall pay the
Marketer as a Sponsor-paid Expense. 
 “Memorandum” means (i) the Confidential Private Placement Memorandum of the
Trust, as the same may, at any time and from time to time, be amended or supplemented, or (ii) if the Shares are registered under the Exchange Act, the most recent of (x) any prospectus of the Trust that has been filed with the SEC as a
part of the Registration Statement and (y) any report filed by the Trust with the SEC under the Exchange Act that states that it is to be treated as the Memorandum for general purposes or any specific purpose. 

  
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 ETH-14 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “PA Procedures” has the meaning assigned thereto in
Section 3.3(a). 
 “Participant” means a Person that (i) is a registered broker-dealer,
(ii) has entered into a Participant Agreement with the Sponsor and the Trust and (iii) has access to a Participant Self-Administered Account. 

“Participant Agreement” means an agreement among the Trust, the Sponsor and a Participant, substantially in the form of
Exhibit B hereto, as it may be amended or supplemented from time to time in accordance with its terms. 
 “Participant
Self-Administered Account” means, with respect to any Participant, an ETH wallet address known to the Sponsor and the Security Vendors as belonging to such Participant. 

“Percentage Interest” means, with respect to any Shareholder at any time, a fraction, the numerator of which is the number of
Shares held by such Shareholder and the denominator of which is the total number of Shares outstanding, in each case as of 4:00 p.m., New York time, on the date of determination. 

“Person” means any natural person, partnership, limited liability company, statutory trust, corporation, association or other
legal entity. 
 “Public Access Law” has the meaning assigned thereto in Section 13.7(b). 

“Purchase Agreement” means an agreement among the Trust, the Sponsor and any Shareholder through which the Shareholder agrees
to transfer ETH to the ETH Account in exchange for the creation and issuance of Shares. 
 “Quarterly Report” means
(i) the Trust’s most recent quarterly report prepared and publicly disseminated pursuant to the standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under
the Exchange Act, the Trust’s most recent quarterly report on Form 10-Q prepared and filed in accordance with the rules and regulations of the SEC. 

“Redemption Basket” means a Basket redeemed by the Trust in exchange for ETH in an amount equal to the Basket ETH Amount.

 “Redemption Order” has the meaning assigned thereto in Section 5.2(a). 

“Redemption Settlement Date” means, with respect to any Redemption Order, the Business Day on which such Redemption Order
settles, as specified in the PA Procedures. 

  
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 ETH-15 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “Registration Statement” means the most recent registration statement of the
Trust, as filed with and declared effective by the SEC, as the same may at any time and from time to time be amended or supplemented. 

“Rules” has the meaning assigned thereto in Section 13.3. 

“SEC” means the Securities and Exchange Commission. 

“Secondary Market” means any marketplace or other alternative trading system, as determined by the Sponsor, on which the
Shares may then be listed, quoted or traded, including but not limited to, the OTCQX tier of the OTC Markets Group Inc. and NYSE Arca, Inc. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Security Vendor” or “Security Vendors” means Ledger SAS and any other Person or Persons from time to time
engaged to provide security or custodian services or related services to the Trust pursuant to authority delegated by the Sponsor. 

“Security Vendors Fee” means the fee payable to the Security Vendors for the services they provide to the Trust, which the
Sponsor shall pay to the Security Vendors as a Sponsor-paid Expense. 
 “Shareholder” means any Person that owns Shares.

 “Shares” means the common units of fractional undivided beneficial interest in the profits, losses, distributions,
capital and assets of, and ownership of, the Trust. 
 “Sponsor” means Grayscale Investments, LLC, or any substitute
therefor as provided herein, or any successor thereto by merger or operation of law. 
 “Sponsor-paid Expense” and
“Sponsor-paid Expenses” have the meaning set forth in Section 6.8(a)(v). 

“Sponsor’s Fee” has the meaning set forth in Section 6.8(a)(i). 

“Total Basket ETH Amount” means, with respect to any Creation Order or Redemption Order, the applicable Basket ETH Amount
multiplied by the number of Creation Baskets or Redemption Baskets, as specified in the applicable Creation Order or Redemption Order. 

“Trade Date” means, for any Creation Order or Redemption Order, the Business Day on which the Total Basket ETH Amount with
respect to such Creation Order or Redemption Order is determined in accordance with the PA Procedures. 
 “Transfer Agent”
means Continental Stock Transfer & Trust Company or any other Person from time to time engaged to provide such services or related services to the Trust pursuant to authority delegated by the Sponsor. 

  
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 ETH-16 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 “Treasury Regulations” means regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. 

“Trust” means Ethereum Investment Trust, a Delaware statutory trust formed pursuant to the Certificate of Trust, the affairs
of which are governed by this Trust Agreement. 
 “Trust Agreement” means this Amended and Restated Declaration of Trust
and Trust Agreement, as it may at any time or from time-to-time be amended. 

“Trust Counsel” has the meaning set forth in Section 13.3. 

“Trustee” means Delaware Trust Company, its successors and assigns, or any substitute therefor as provided herein, acting not
in its individual capacity but solely as trustee of the Trust. 
 “Trust Estate” means (i) all the ETH in the
Trust’s accounts, including the ETH Account, (ii) all Incidental Rights held by the Trust, (iii) all IR Virtual Currency in the Trust’s accounts, (iv) all proceeds from the sale of ETH, Incidental Rights and IR Virtual
Currency pending use of such cash for payment of Additional Trust Expenses or distribution to the Shareholders and (v) any rights of the Trust pursuant to any agreements, other than this Trust Agreement, to which the Trust is a party. 

“Trust Expense” has the meaning set forth in Section 2.3. 

“U.S. Dollar” means United States dollars. 

SECTION 1.2 Name. The name of the Trust is “Ethereum Investment Trust” in which name the Trustee and the Sponsor shall
cause the Trust to carry out its purposes as set forth in Section 1.5, make and execute contracts and other instruments in the name and on behalf of the Trust and sue and be sued in the name and on behalf of the Trust. 

SECTION 1.3 Delaware Trustee; Offices. 

(a) The sole Trustee of the Trust is Delaware Trust Company, which is located at the Corporate Trust Office or at such other address in the
State of Delaware as the Trustee may designate in writing to the Shareholders. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address. In the event Delaware Trust Company resigns or is removed as
the Trustee, the trustee of the Trust in the State of Delaware shall be the successor Trustee, subject to Section 2.1. 

(b) The principal office of the Trust, and such additional offices as the Sponsor may establish, shall be located at such place or places
inside or outside the State of Delaware as the Sponsor may designate from time to time in writing to the Trustee and the Shareholders. Initially, the principal office of the Trust shall be at c/o Grayscale Investments, LLC, 636 Avenue of the
Americas, 3rd Floor, New York, New York 10011. 

  
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 ETH-17 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 SECTION 1.4 Declaration of Trust. The Trust Estate shall be held in trust for
the Shareholders. It is the intention of the parties hereto that the Trust shall be a statutory trust, under the Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of
the parties hereto to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust that is treated as a grantor
trust for U.S. federal income tax purposes and for purposes of applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Shareholders partners or members of a joint stock association. Effective as of the
date hereof, the Trustee and the Sponsor shall have all of the rights, powers and duties set forth herein and in the Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust
required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute. 

SECTION 1.5 Purposes and Powers. 

(a) The purposes of the Trust shall be to accept ETH for subscriptions of Shares in accordance with Article III hereof, to hold ETH,
Incidental Rights and IR Virtual Currency, to distribute ETH (or cash from the sale of ETH) upon redemptions of Shares in accordance with Article V hereof (if authorized in accordance with Section 5.1 hereof) and to
distribute ETH, Incidental Rights and IR Virtual Currency (or cash from the sale thereof) upon the liquidation of the Trust, and to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the
foregoing. For the avoidance of doubt, such activities include any lawful action necessary or desirable in connection with the Trust’s ownership of Incidental Rights, including the acquisition of IR Virtual Currency, except if such action would
be prohibited by Section 1.5(b) or any other provision of this Trust Agreement. The Trust shall not engage in any business activity and shall not acquire or own any assets other than ETH, Incidental Rights and (if
permissible under Section 1.5(b) and Section 6.4(m)) IR Virtual Currency, or take any of the actions set forth in Section 6.4. The Trust shall have all of the powers
specified in Section 3.1 hereof as powers which may be exercised by a Sponsor on behalf of the Trust under this Trust Agreement. 

(b) The Trust shall not take any action that could cause the Trust to be treated other than as a grantor trust for U.S. federal income tax
purposes. Without limiting the generality of the foregoing, nothing in this Trust Agreement (including, for the avoidance of doubt, Section 1.5(a)) shall be construed to give the Trustee or the Sponsor the power to vary the
investment of the Shareholders within the meaning of Section 301.7701-4(c) or similar provisions of the Treasury Regulations, nor shall the Trustee or the Sponsor take any action that would vary the
investment of the Shareholders. 
 SECTION 1.6 Tax Treatment. Each of the parties hereto, by entering into this Trust
Agreement, (i) expresses its intention that the Shares will qualify under applicable tax law as interests in a grantor trust which holds the Trust Estate, (ii) agrees that it will file its own U.S. federal, state and local income,
franchise and other tax returns in a manner that is consistent with clause (i) of this Section 1.6 and with the classification of the Trust as a grantor trust, and (iii) agrees to use reasonable efforts to notify
the Sponsor promptly upon a receipt of any notice from any taxing authority having jurisdiction over such holders of Shares with respect to the treatment of the Shares as anything other than interests in a grantor trust. 

  
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 ETH-18 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
 pursuant to Securities and Exchange Commission Rule 83 

 

 SECTION 1.7 Legal Title. Legal title to all of the Trust Estate shall be vested
in the Trust as a separate legal entity; provided, however, that if applicable law in any jurisdiction requires legal title to any portion of the Trust Estate to be vested otherwise, the Sponsor may cause legal title to such portion of
the Trust Estate to be held by or in the name of the Sponsor or any other Person (other than a Shareholder) as nominee. 
 ARTICLE II

 THE TRUSTEE 

SECTION 2.1 Term; Resignation; Removal. 

(a) Delaware Trust Company has been appointed and hereby agrees to serve as the Trustee of the Trust. The Trust shall have only one Trustee
unless otherwise determined by the Sponsor. The Trustee shall serve until such time as the Trust is terminated or if the Sponsor removes the Trustee or the Trustee resigns. The Trustee is appointed to serve as the trustee of the Trust in the State
of Delaware and shall at all times satisfy the requirements of Section 3807(a) of the Delaware Trust Statute and be authorized to exercise corporate trust powers under the laws of Delaware, having a combined capital, surplus and undivided
profits of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Article II the combined capital, surplus and undivided profits of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible to serve as trustee of the Trust in accordance with the provisions of this Section 2.1, the Trustee shall resign promptly in the manner and with the
effect specified in this Article II. The Trustee may have normal banking and trust relationships with the Sponsor and their respective Affiliates; provided that none of (i) the Sponsor, (ii) any Person involved in the
organization or operation of the Sponsor or the Trust or (iii) any Affiliate of any of them may be the Trustee hereunder. The Trust shall have at least one trustee with a principal place of business in Delaware. It is understood and agreed by
the parties hereto that the Trustee shall have none of the duties or liabilities of the Sponsor and shall have no obligation to supervise or monitor the Sponsor or otherwise manage the Trust. 

(b) The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Sponsor upon which date such resignation shall be
effective. 

  
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 (c) If at any time the Trustee shall cease to be eligible to serve as trustee of the Trust in
accordance with the provisions of this Trust Agreement, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Sponsor may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and the successor trustee. The Sponsor may at any time, upon sixty (60) days’ prior notice to the Trustee, remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by the Sponsor or its attorney-in-fact duly authorized, one complete set of which instruments shall be
delivered to the Trustee so removed and one complete set to the successor so appointed. 
 SECTION 2.2 Powers. Except to the
extent expressly set forth in Section 1.3 and this Article II, the duty and authority to manage the affairs of the Trust is vested in the Sponsor, which duty and authority the Sponsor may further delegate as provided
herein, all pursuant to Section 3806(b)(7) of the Delaware Trust Statute. The duties of the Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates
required to be filed with the Secretary of State of the State of Delaware which the Trustee is required to execute under Section 3811 of the Delaware Trust Statute and (iii) any other duties specifically allocated to the Trustee in this
Trust Agreement. The Trustee shall provide prompt notice to the Sponsor of its performance of any of the foregoing. The Sponsor shall reasonably keep the Trustee informed of any actions taken by the Sponsor with respect to the Trust that would
reasonably be expected to affect the rights, obligations or liabilities of the Trustee hereunder or under the Delaware Trust Statute. 

SECTION 2.3 Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Sponsor, as a
Sponsor-paid Expense, reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Sponsor on behalf of the Trust for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation, the reasonable compensation,
out-of-pocket expenses and disbursements of counsel, any experts and such other agents as the Trustee may employ in connection with the exercise and performance of its
rights and duties hereunder (together, the “Trust Expenses”). To the extent that the Sponsor fails to pay the Trust Expenses, the Trust will be responsible for such Trust Expenses. 

SECTION 2.4 Indemnification. 

(a) The Trust hereby agrees to be primary obligor and shall indemnify, defend and hold harmless the Trustee and any of the officers, directors,
employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel
and fees and expenses incurred in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of
or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination 

  
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of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result
of the willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder,
DCG shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that DCG shall not be required to
indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law and by the requirement for treatment of the Trust as a
grantor trust for tax purposes, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, DCG prior to the final disposition of any matter upon receipt by DCG of an undertaking by, or on behalf of,
such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. 

(b) As security for any amounts owing to the Trustee hereunder, the Trustee shall have a lien against the Trust property, which lien shall be
prior to the rights of the Sponsor, DCG or any other Shareholder. The obligations of DCG and the Trust to indemnify the Indemnified Persons under this Section 2.4 shall survive the termination of this Trust Agreement. 

SECTION 2.5 Successor Trustee. Upon the resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by
delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. The successor Trustee shall become fully vested with all of the rights, powers, duties
and obligations of the outgoing Trustee under this Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement. Any business entity into
which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, to the fullest extent permitted by law without the execution or filing of any paper or any further act on the part of any of the parties hereto. 

SECTION 2.6 Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby,
Delaware Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Delaware Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to
which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a
party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation: 

(a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character,
genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Trust Estate; 

  
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 (b) The Trustee has not prepared or verified, and shall not be responsible or liable for, any
information, disclosure or other statement in the Memorandum or in any other document issued or delivered in connection with the sale or transfer of the Shares; 

(c) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or
the Liquidating Trustee; 
 (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Security Vendors or
their respective delegates; 
 (e) The Trustee shall have no duty or obligation to supervise the performance of any obligations of the
Sponsor, the Security Vendors or their respective delegates or any Participant; 
 (f) No provision of this Trust Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder; 

(g) Under no circumstances shall the Trustee be liable for any obligations of the Trust arising under this Trust Agreement or any other
agreements to which the Trust is a party; 
 (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor has offered to
Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Delaware Trust Company (including, without limitation, the reasonable
fees and expenses of its counsel) therein or thereby; 
 (i) Notwithstanding anything contained herein to the contrary, the Trustee shall not
be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or
taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the
laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated
to the consummation of the actions of the Trustee contemplated by this Trust Agreement; 

  
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 (j) To the extent that, at law or in equity, the Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust, the Shareholders or any other Person, the Trustee, acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the
provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to
replace such other duties and liabilities of the Trustee; and 
 (k) The Trustee shall not be liable for punitive, exemplary, consequential
or similar damages for a breach of the Trust Agreement under any circumstances. 
 SECTION 2.7 Reliance; Advice of Counsel.

 (a) In the absence of bad faith, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no liability to anyone in acting or not acting on any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter pertaining to,
or contained in, any such document; provided, however, that the Trustee shall have examined any certificates and opinions so as to reasonably determine compliance of such certificates and opinions with the requirements of this Trust
Agreement. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that such resolution is in
full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed in this Trust Agreement, the Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice
president, the treasurer or any other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon. 
 (b) In the exercise or administration of the Trust hereunder and in the performance of its duties and obligations under
this Trust Agreement, the Trustee, at the expense of the Trust (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the
conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other
skilled professionals to be selected with reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such
Persons. 

  
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 SECTION 2.8 Payments to the Trustee. Any amounts paid to the Trustee pursuant
to this Article II shall be deemed not to be a part of the Trust Estate immediately after such payment. Any amounts owing to the Trustee under this Trust Agreement shall constitute a claim against the Trust Estate. Notwithstanding any other
provision of this Trust Agreement, all payments to the Trustee, including fees, expenses and any amounts paid in connection with indemnification of the Trustee in accordance with the terms of this Trust Agreement will be payable only in U.S.
Dollars. 
 ARTICLE III 

SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS 

SECTION 3.1 General. The Sponsor shall have the power and authority, without action or approval by the Shareholders, to cause
the Trust to issue Shares from time to time as it deems necessary or desirable. The number of Shares authorized shall be unlimited, and the Shares so authorized may be represented in part by fractional Shares, calculated to one one-hundred-millionth of one ETH (i.e., carried to the eighth decimal place). From time to time, the Sponsor may cause the Trust to divide or combine the Shares into a greater or lesser number without thereby
changing the proportionate beneficial interests in the Trust Estate, or in any way affecting the rights, of the Shareholders, without action or approval by the Shareholders. The Trust shall issue Shares solely in exchange for contributions of ETH
(or for no consideration if pursuant to a Share distribution or split-up). All Shares when so issued shall be fully paid and non-assessable. Subject to the limitations
upon, and requirements for, the issuance of Creation Baskets stated herein and in the PA Procedures (as defined below), the number of Creation Baskets that may be issued by the Trust is unlimited. Every Shareholder, by virtue of having purchased or
otherwise acquired a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement. 

SECTION 3.2 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Persons Other than Participants. 

On any Business Day, the Trust may create and issue Creation Baskets to any Person that has signed a Purchase Agreement with the Trust in
exchange for a transfer of the Total Basket ETH Amount into the Trust’s ETH Account; provided that the Trust shall create and issue Creation Baskets only if the Sponsor has determined in good faith that such creation and issuance does
not conflict with the other terms of this Trust Agreement or with applicable law. 
 SECTION 3.3 Offer of Shares; Procedures for Creation
and Issuance of Creation Baskets to Participants. 
 (a) General. The following procedures, as supplemented by the
more detailed procedures specified in the Exhibits, annexes, attachments and procedures, as applicable, to each Participant Agreement (the “PA Procedures”), which may be amended from time to time in accordance with the provisions of
the relevant Participant Agreement (provided that any such amendment shall not constitute an amendment of this Trust Agreement), shall govern the Trust with respect to the creation and issuance of Creation Baskets to Participants, subject to
Section 3.3(b). 

  
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 (i) On any Business Day, a Participant may place an order for one or more
Creation Baskets (each, a “Creation Order”) in the manner provided in the PA Procedures. 
 (ii) The Sponsor
or its delegate shall process Creation Orders only from Participants with respect to which a Participant Agreement is in full force and effect and only in accordance with the PA Procedures. The Sponsor or its delegate shall maintain and make
available at the Trust’s principal offices during normal business hours a current list of the Participants with respect to which a Participant Agreement is in full force and effect. 

(iii) The Trust shall create and issue Creation Baskets only in exchange for transfer to the Trust on the applicable Creation
Settlement Date of the applicable Total Basket ETH Amount by the relevant Participant or Liquidity Provider, as applicable. 

(iv) The Sponsor or its delegate has final determination of all questions as to the calculation of the Total Basket ETH Amount
at any time. 
 (v) Transfers of ETH other than those received from a Participant Self-Administered Account or a Liquidity
Provider Account shall be rejected. The expense and risk of delivery, ownership and safekeeping of ETH, until such ETH have been received and not rejected by the Trust, shall be borne solely by the Participant or a Liquidity Provider, as applicable.

 (vi) Upon the transfer of the Total Basket ETH Amount to the ETH Account, the Sponsor or its delegate shall (A) if
applicable and instructing the Security Vendors as necessary, transfer the Total ETH Basket Amount to the appropriate sub-account of the ETH Account, (B) direct the Transfer Agent to credit to the
Participant’s account the number of Creation Baskets ordered by the Participant and (C) compensate the Liquidity Provider pursuant to the PA Procedures. 

(vii) The Trust may accept delivery of ETH by such other means as the Sponsor, from time to time, may determine to be
acceptable for the Trust. 
 (b) Rejection or Suspension. The Sponsor or its delegate shall reject a Creation Order if the Creation
Order is not in proper form as described in the relevant Participant Agreement or if the fulfillment of the Creation Order, in the opinion of its counsel, might be unlawful. The issuance of Creation Baskets may be suspended by the Sponsor generally,
or refused with respect to a particular Creation Order, during any period when the transfer books of the Transfer Agent are closed or if circumstances outside the control of the Sponsor or its delegate make it for all practicable purposes not
feasible to process Creation Orders or for any other reason at any time or from time to time. None of the Sponsor, its delegates or the Security Vendors shall be liable for the suspension or rejection of any Creation Order. 

  
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 (c) Conflict. In the event of any conflict between the procedures described in this
Section 3.3 and the PA Procedures, the PA Procedures shall control. 
 (d) Successor Security Vendors. If a
successor to any of the Security Vendors shall be employed, the Trust and the Sponsor shall establish procedures acceptable to such successor with respect to the matters addressed in this Section 3.3. 

SECTION 3.4 Book-Entry System. 

(a) Shares shall be held in book-entry form by the Transfer Agent. The Sponsor or its delegate shall direct the Transfer Agent to
(i) credit or debit the number of Creation Baskets or Redemption Baskets to the account of the applicable Shareholder and (ii) issue or cancel Creation Baskets or Redemption Baskets, as applicable, at the direction of the Sponsor or its
delegate. 
 (b) The Sponsor or its delegate may cause the Trust to issue Shares in certificated form in its sole discretion. 

SECTION 3.5 Assets of the Trust. The Trust Estate shall irrevocably belong to the Trust for all purposes, subject only to the
rights of creditors of the Trust and shall be so recorded upon the books of account of the Trust. 
 SECTION 3.6 Liabilities of the
Trust. The Trust Estate shall be charged with the liabilities of the Trust and with all expenses, costs, charges and reserves attributable to the Trust. The Sponsor shall have full discretion, to the extent not inconsistent with
applicable law, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Shareholders. 

SECTION 3.7 Distributions. 

(a) The Trust may make distributions on Shares either in cash or in kind, including in such form as is necessary and permissible for the Trust
to facilitate the distribution of Incidental Rights and/or IR Virtual Currency. 
 (b) Distributions on Shares, if any, may be made with such
frequency as the Sponsor may determine, which may be daily or otherwise, to the Shareholders, from the Trust Estate, after providing for actual and accrued liabilities. All distributions on Shares shall be made pro rata to
the Shareholders in proportion to their respective Percentage Interests at the date and time of record established for such distribution. 

(c) If the Trust sells ETH, Incidental Rights and/or IR Virtual Currency in order to pay Additional Trust Expenses, then any cash remaining
from these sales after the payment of any Additional Trust Expenses shall promptly be distributed to the Shareholders. 

  
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 SECTION 3.8 Voting Rights. Notwithstanding any other provision hereof, on each
matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to a proportionate vote based upon its Percentage Interest at such time. 

SECTION 3.9 Equality. All Shares shall represent an equal proportionate beneficial interest in the Trust Estate subject to the
liabilities of the Trust, and each Share’s interest in the Trust Estate shall be equal to each other Share. 
 ARTICLE IV 

TRANSFERS OF SHARES 

SECTION 4.1 General Prohibition. A Shareholder may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or
in any manner encumber any or all of its Shares or any part of its right, title and interest in the Trust Estate except as permitted in this Article IV and any act in violation of this Article IV shall not be binding upon or recognized
by the Trust (regardless of whether the Sponsor shall have knowledge thereof), unless approved in writing by the Sponsor. 
 SECTION 4.2
Restricted Securities. 
 Except for Shares transferred in a transaction registered under the Securities Act, the Shares are
“restricted securities” that cannot be resold, pledged or otherwise transferred without registration under the Securities Act and state securities laws or exemption therefrom and may not be resold, pledged or otherwise transferred without
the prior written consent of the Sponsor, which it may withhold in its sole discretion for any reason or for no reason. The Sponsor may provide any such written consent in the Memorandum. 

SECTION 4.3 Transfer of Shares Generally. 

Shares shall be transferable on the books of account for the Trust only by the record holder thereof or by his or her duly authorized agent
upon delivery to the Sponsor or the Transfer Agent or similar agent of a duly executed instrument of transfer, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Sponsor.
Upon such delivery, and subject to any further requirements specified by the Sponsor, the transfer shall be recorded on the books of account for the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be
the Shareholder with respect to such Shares for all purposes hereunder and neither the Sponsor nor the Trust, nor the Transfer Agent or any similar agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of
a proposed transfer. 

  
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 ARTICLE V 

REDEMPTIONS 
 SECTION 5.1
Unavailability of Redemption Program. Unless otherwise determined by the Sponsor in its sole discretion following the Trust’s receipt of regulatory approval therefor, the Trust shall not offer a redemption program for the Shares.
The Trust may, but shall not be required to, seek regulatory approval to operate a redemption program. If any redemption program is approved, then any redemption authorized by the Sponsor shall be subject to the provisions of this Article V.

 SECTION 5.2 Redemption of Redemption Baskets. 

(a) General. Upon the approval of a redemption program and authorization by the Sponsor, the following procedures, as supplemented by
the PA Procedures, which may be amended from time to time in accordance with the provisions of the Participant Agreement (provided that any such amendment shall not constitute an amendment of this Trust Agreement), shall govern the Trust with
respect to the redemption of Redemption Baskets, subject to Section 5.2(b). 
 (i) On any Business
Day, a Participant may place an order to redeem Redemption Baskets (each, a “Redemption Order”) in the manner provided in the PA Procedures. 

(ii) The Sponsor or its delegates shall process Redemption Orders only from Participants with respect to which a Participant
Agreement is in full force and effect. 
 (iii) The Trust shall redeem Redemption Baskets only in exchange for deposit with
the Transfer Agent on the Redemption Settlement Date of the total number of Baskets indicated in the Participant’s Redemption Order. 

(iv) Upon receipt of the total number of Baskets indicated in the Participant’s Redemption Order, the Sponsor or its
delegate shall instruct the Transfer Agent to cancel the Shares in the Baskets so redeemed. The Sponsor or its delegate shall, instructing the Security Vendors as necessary, transfer to the Participant’s Self-Administered Account or the
Liquidity Provider Account, as applicable, a number of ETH equal to the Total Basket ETH Amount. 
 (v) The Sponsor or its
delegate has final determination of all questions as to the determination of the Total Basket ETH Amount at any time. 
 (vi)
The Total Basket ETH Amount shall be delivered only to a Participant Self-Administered Account or a Liquidity Provider Account. 

(vii) The Total Basket ETH Amount shall be subject to the deduction of any applicable tax or other governmental charges that
may be due. 

  
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 (b) Rejection or Suspension. The Sponsor or its delegate shall reject a Redemption
Order if the Redemption Order is not in proper form as described in the relevant Participant Agreement or if the fulfillment of the Redemption Order, in the opinion of its counsel, might be unlawful. The redemption of Baskets may be suspended by the
Sponsor generally, or refused with respect to a particular Redemption Order, during any period when the transfer books of the Transfer Agent are closed or if circumstances outside the control of the Sponsor or its delegate make it for all
practicable purposes not feasible to process Redemption Orders or for any other reason at any time or from time to time. None of the Sponsor, its delegates or the Security Vendors shall be liable for the suspension or rejection of any Redemption
Order. 
 (c) Conflict. In the event of any conflict between the procedures described in this Section 5.2
and the PA Procedures, the PA Procedures shall control. 
 SECTION 5.3 Other Redemption Procedures. The Sponsor or its
delegates from time to time may, but shall have no obligation to, establish procedures with respect to redemption of Shares in lot sizes smaller than the Redemption Basket and permitting the redemption distribution to be delivered in a manner other
than that specified in Section 5.2. 
 ARTICLE VI 

THE SPONSOR 
 SECTION 6.1
Management of the Trust. Pursuant to Section 3806(b)(7) of the Delaware Trust Statute, the Trust shall be managed by the Sponsor in accordance with this Trust Agreement. The Sponsor may delegate, as provided herein, the duty and
authority to manage the affairs of the Trust. Any determination as to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive. In construing the provisions of this Trust Agreement, the presumption shall be in
favor of a grant of power to the Sponsor, but subject, for the avoidance of doubt, to the restrictions, prohibitions and limitations expressly set forth in Section 1.5, Section 6.4(m) and otherwise
in this Trust Agreement. The enumeration of any specific power in this Trust Agreement shall not be construed as limiting the aforesaid power. 

SECTION 6.2 Authority of Sponsor. In addition to, and not in limitation of, any rights and powers conferred by law or other
provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Sponsor shall have and may exercise on behalf of the Trust, all powers and
rights necessary, proper, convenient or advisable to effectuate and carry out the purposes of the Trust, which powers and rights shall include, without limitation, the following: 

(a) To enter into, execute, accept, deliver and maintain, and to cause the Trust to perform its obligations under, contracts, agreements and
any or all other documents and instruments incidental to the Trust’s purposes, and to do and perform all such acts as may be in furtherance of the Trust’s purposes, or necessary or appropriate


  
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for the offer and sale of the Shares, including, but not limited to, causing the Trust to enter into (i) contracts or agreements with the Sponsor or an Affiliate, provided that any
such contract or agreement does not conflict with the provisions of Section 1.5(b) of this Trust Agreement, Section 6.4 of this Trust Agreement or clause (ii) of this
Section 6.2(a) and (ii) contracts with third parties for various services, it being understood that any document or instrument executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and
accepted on behalf of the Trust by the Sponsor, provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that (A) the Affiliate
that it proposes to engage to perform such services is qualified to do so (considering the prior experience of the Affiliate or the individuals employed by the Affiliate); (B) the terms and conditions of the agreement pursuant to which such
Affiliate is to perform services for the Trust are no less favorable to the Trust than could be obtained from equally-qualified unaffiliated third parties; and (C) the maximum period covered by the agreement pursuant to which such Affiliate is
to perform services for the Trust shall not exceed one year, and such agreement shall be terminable without penalty upon one hundred twenty (120) days’ prior written notice by the Trust; 

(b) To establish, maintain, deposit into, and sign checks and/or otherwise draw upon, accounts on behalf of the Trust with appropriate banking
and savings institutions; 
 (c) To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner
consistent with the provisions of this Trust Agreement; 
 (d) To supervise the preparation of the Memorandum and supplements and amendments
thereto; 
 (e) To make or authorize the making of distributions to the Shareholders and expenses of the Trust out of the Trust Estate; 

(f) To cause the Trust to appoint an agent to act on behalf of the Shareholders pursuant to Section 7.5; 

(g) To prepare, or cause to be prepared, and file, or cause to be filed, an application to register any Shares under the Securities Act and/or
the Exchange Act and to take any other action and execute and deliver any certificates or documents that may be necessary to effectuate such registration; 

(h) To prepare, or cause to be prepared, and file, or cause to be filed, an application to enable the Shares to be listed, quoted or traded on
any Secondary Market and to take any other action and execute and deliver any certificates or documents that may be necessary to effectuate such listing, quotation or trading; 

(i) To appoint one or more Security Vendors, including itself or an Affiliate, to provide for custodial or
non-custodial security services, or to determine not to appoint any Security Vendors, and to otherwise take any action with respect to the Security Vendors to safeguard the Trust Estate; 

  
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 (j) In the sole and absolute discretion of the Sponsor, to admit an Affiliate or Affiliates
of the Sponsor as additional Sponsors; 
 (k) To delegate those of its duties hereunder as it shall determine from time to time to one or
more Distributors, and add any additional service providers, if needed and as applicable; 
 (l) To perform such other services as the
Sponsor believes that the Trust may from time to time require; 
 (m) To determine, in good faith, which peer-to-peer network, among a group of incompatible forks of the Ethereum Network, is generally accepted as ETH and should therefore be considered “ETH” for the Trust’s purposes, which the
Sponsor will determine based on a variety of then relevant factors, including (but not limited to) the following: (i) the Sponsor’s beliefs regarding expectations of the core developers of ETH, users, services businesses, miners and other
constituencies and (ii) the actual, continued development, acceptance, mining power and community engagement; provided that the Sponsor shall not make a determination that would conflict with Section 1.5(b) or
Section 6.4(m) of this Trust Agreement; and 
 (n) In general, but subject to Section 1.5
and Section 6.4 of this Trust Agreement, to do everything necessary, suitable or proper for the accomplishment of any purpose or the furtherance of any power herein set forth, either alone or in association with others, and
to do every other act or thing incidental or appurtenant to, or growing out of or connected with, the aforesaid purposes or powers. 

SECTION 6.3 Obligations of the Sponsor. In addition to the obligations expressly provided by the Delaware Trust Statute or this
Trust Agreement, the Sponsor shall: 
 (a) Devote such of its time to the affairs of the Trust as it shall, in its discretion exercised in
good faith, determine to be necessary to carry out the purposes of the Trust, as set forth in Section 1.5, for the benefit of the Shareholders; 

(b) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate
for the formation, qualification and operation of the Trust and for the conduct of its affairs in all appropriate jurisdictions; 
 (c)
Retain independent public accountants to audit the accounts of the Trust; 
 (d) Employ attorneys to represent the Sponsor and, as necessary,
the Trust; 
 (e) Select and enter into agreements with the Trustee and any other service provider to the Trust; 

  
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 (f) Use its best efforts to maintain the status of the Trust as a grantor trust for U.S.
federal income tax purposes under Subpart E, Part I of Subchapter J of the Code; 
 (g) Monitor all fees charged to the Trust, and the
services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary,
renegotiate the fee structure to obtain such rates and services for the Trust; 
 (h) Have fiduciary responsibility for the safekeeping and
use of the Trust Estate, whether or not in the Sponsor’s immediate possession or control; 
 (i) Not employ or permit others to employ
the Trust Estate in any manner except for the benefit of the Trust, including, among other things, the utilization of any portion of the Trust Estate as compensating balances for the exclusive benefit of the Sponsor; 

(j) At all times act with integrity and good faith and exercise due diligence in all activities relating to the Trust and in resolving
conflicts of interest; 
 (k) Enter into a Participant Agreement with each Participant and discharge the duties and responsibilities of the
Trust and the Sponsor thereunder; 
 (l) Receive directly or through its delegates from Participants and process properly submitted Creation
Orders, as described in Section 3.3(a); 
 (m) Receive directly or through its delegates from Participants and
process properly submitted Redemption Orders (if authorized), as described in Section 5.2(a), or as may from time to time be permitted by Section 5.3; 

(n) Interact with the Security Vendors and any other party as required; 

(o) If the Shares are listed, quoted or traded on any Secondary Market, cause the Trust to comply with all rules, orders and regulations of
such Secondary Market to which the Trust is subject as a result of the listing, quotation or trading of the Shares on such Secondary Market, and take all such other actions that may reasonably be taken and are necessary for the Shares to remain
listed, quoted or traded on such Secondary Market until the Trust is terminated or the Shares are no longer listed, quoted or traded on such Secondary Market; 

(p) If the Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, cause the Trust to
comply with all rules, orders and regulations of the SEC and take all such other actions as may reasonably be taken and are necessary for the Shares to remain registered under the Exchange Act until the Trust is terminated or the Shares are no
longer registered under the Exchange Act; and 

  
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 (q) Take all actions to prepare and, to the extent required by this Trust Agreement or by
law, mail to Shareholders any reports, press releases or statements, financial or otherwise, that the Sponsor determines are required to be provided to Shareholders by applicable law or governmental regulation or the requirements of any Secondary
Market on which the Shares are listed, quoted or traded or, if any Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, the SEC, as applicable. 

The foregoing clauses of Section 6.2 and Section 6.3 shall be construed as powers, and the
foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual
capacity. 
 SECTION 6.4 General Prohibitions. The Trust shall not, and the Sponsor shall not have the power to cause the
Trust to: 
 (a) Receive any property other than ETH upon the issuance of Shares; 

(b) Hold any property other than (i) ETH, Incidental Rights and IR Virtual Currency, (ii) cash from the sale of ETH, Incidental
Rights or IR Virtual Currency and (iii) interests in any liquidating trust or other vehicle formed to hold Incidental Rights or IR Virtual Currency pending distribution of such interests to the Shareholders; 

(c) Hold any cash from the sale of ETH, Incidental Rights or IR Virtual Currency for more than thirty (30) Business Days prior to using
such cash to pay Additional Trust Expenses and distributing any remaining cash to the Shareholders; 
 (d) If the redemption of Shares is not
authorized pursuant to Section 5.1, redeem any Shares other than upon the dissolution of the Trust; 
 (e) If the
redemption of Shares is authorized pursuant to Section 5.1, redeem the Shares other than (i) to satisfy a Redemption Order from a Participant, (ii) as provided in Section 5.2 or
Section 5.3 or (iii) upon the dissolution of the Trust; 
 (f) Borrow money from, or loan money to, any
Shareholder, the Sponsor or any other Person; 
 (g) Create, incur, assume or suffer to exist any lien, mortgage, pledge conditional sales or
other title retention agreement, charge, security interest or encumbrance on or with respect to the Trust Estate, except for (i) liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which
appropriate reserves have been established and (ii) liens by the Trustee against the Trust property as security for any amounts owing to the Trustee hereunder; 

(h) Commingle the Trust Estate with the assets of any other Person; 

  
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 (i) Permit rebates to be received by the Sponsor or any Affiliate of the Sponsor, or permit
the Sponsor or any Affiliate of the Sponsor to engage in any reciprocal business arrangements which would circumvent the foregoing prohibition; 

(j) Enter into any contract with the Sponsor or an Affiliate of the Sponsor (A) that, except for selling agreements for the sale of
Shares, has a term of more than one year and that does not provide that it may be canceled by the Trust without penalty on one hundred twenty (120) days prior written notice or (B) for the provision of services, except at rates and terms
at least as favorable as those that may be obtained from third parties in arm’s length negotiations; 
 (k) Enter into any exclusive
brokerage contract; 
 (l) Elect to be treated as an association taxable as a corporation for U.S. federal income tax purposes; or 

(m) Notwithstanding any other provision of this Trust Agreement, including Section 6.4(b), take any action that could
cause the Trust to be treated other than as a grantor trust for U.S. federal income tax purposes. 
 SECTION 6.5 Liability of Covered
Persons. A Covered Person shall have no liability to the Trust or to any Shareholder or other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such Covered Person if such Covered Person, in
good faith, determined that such course of conduct was in the best interest of the Trust and such course of conduct did not constitute fraud, gross negligence, bad faith or willful misconduct of such Covered Person. Subject to the foregoing, neither
the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the ETH transferred, or the purchase price otherwise paid, by a Shareholder for its Shares, it being expressly agreed that any
such return made pursuant to this Trust Agreement shall be made solely from the assets of the Trust without any rights of contribution from the Sponsor or any other Covered Person. A Covered Person shall not be liable for the conduct or misconduct
of any delegatee selected by the Sponsor with reasonable care. 
 SECTION 6.6 Fiduciary Duty. 

(a) To the extent that, at law or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust,
the Shareholders or any other Person, the Sponsor acting under this Trust Agreement shall not be liable to the Trust, the Shareholders or any other Person for its good faith reliance on the provisions of this Trust Agreement subject to the standard
of care set forth in Section 6.5 herein. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity are agreed by
the parties hereto to replace such other duties and liabilities of the Sponsor. To the fullest extent permitted by law, no Person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in
equity to the Trust, the Shareholders or any other Person. 

  
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 (b) Unless otherwise expressly provided herein, (i) whenever a conflict of interest
exists or arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust, any Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Agreement or any other agreement contemplated herein provides
that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholder or any other Person, the Sponsor shall resolve such conflict of interest, take such action or provide such terms,
considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices,
and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of this Trust Agreement or
any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise. 
 (c) The Sponsor and
any Affiliate of the Sponsor may engage in or possess an interest in profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of
corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to
communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such
opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholder shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created
hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the purposes of the Trust, shall not be deemed wrongful or improper. Except to the extent
expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders. 

(d) To the fullest extent permitted by law and notwithstanding any other provision of this Trust Agreement or in any agreement contemplated
herein or applicable provisions of law or equity or otherwise, whenever in this Trust Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar
authority or latitude, the Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the
Trust, the Shareholders or any other Person, or (b) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard. The term
“good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. 

  
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 SECTION 6.7 Indemnification of the Sponsor. 

(a) The Sponsor shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of, or performing services for, the Trust and has determined, in good faith, that such course of conduct was in the best
interests of the Trust and such liability or loss was not the result of fraud, gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will be
recoverable only from the Trust Estate. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation of existence of the Sponsor, or the withdrawal, adjudication of
bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the United States Code by or against the Sponsor. 

(b) Notwithstanding the provisions of Section 6.7(a) above, the Sponsor, any Participant and any other Person acting
as a broker-dealer for the Trust shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of
competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. 

(c) The Trust shall not incur the cost of that portion of any insurance that insures any party against any liability, the indemnification of
which is herein prohibited. 
 (d) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or
proceeding against the Sponsor shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust;
(ii) the legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) the Sponsor undertakes to
repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification under this Section 6.7. 

(e) The term “Sponsor” as used only in this Section 6.7 shall include, in addition to the Sponsor, any
other Covered Person performing services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. 

  
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 (f) In the event the Trust is made a party to any claim, dispute, demand or litigation or
otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection with any Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust affairs, such Shareholder (or assignees cumulatively) shall
indemnify, defend, hold harmless, and reimburse the Trust for all such loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. 

SECTION 6.8 Expenses and Limitations Thereon. 

(a) Sponsor’s Fee. 

(i) The Trust shall pay to the Sponsor a fee (the “Sponsor’s Fee”), payable in ETH (except
as provided in Section 6.8(a)(iv)), which shall accrue daily in U.S. Dollars at an annual rate of 2.5% of the ETH Holdings Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for
a day that is not a Business Day, the calculation shall be based on the ETH Holdings Fee Basis Amount from the most recent Business Day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent Business Day and for each day after
such most recent Business Day and prior to the relevant calculation date. The amount of ETH payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same ETH Index Price used to determine such accrual. The
Sponsor’s Fee is payable to the Sponsor monthly in arrears. 
 (ii) Except as provided in
Section 6.8(a)(iv), to cause the Trust to pay the Sponsor’s Fee, the Sponsor shall, instructing the Security Vendors as necessary, withdraw from the ETH Account the number of ETH equal to the accrued but unpaid
Sponsor’s Fee and transfer such ETH to the Sponsor’s account at such times as the Sponsor determines in its absolute discretion. 

(iii) After the payment of the Sponsor’s Fee to the Sponsor, the Sponsor may elect to convert the ETH it receives into
U.S. Dollars. The Shareholders acknowledge that the rate at which the Sponsor converts such ETH to U.S. Dollars may differ from the rate at which the Sponsor’s Fee was initially converted into ETH. The Trust shall not be responsible for any
fees and expenses incurred by the Sponsor to convert ETH received in payment of the Sponsor’s Fee into U.S. Dollars. 

(iv) If the Trust holds any Incidental Rights and/or IR Virtual Currency at any time, the Trust may pay the Sponsor’s Fee,
in whole or in part, with such Incidental Rights and/or IR Virtual Currency by entering into an agreement with the Sponsor and transferring such Incidental Rights and/or IR Virtual Currency to the Sponsor at a value to be determined pursuant to such
agreement; provided that the Trust shall use Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee only if such agreement and transfer do not otherwise conflict with the terms of this Trust Agreement. If the Trust pays
the Sponsor’s Fee in Incidental Rights and/or IR Virtual Currency, in whole or in part, the amount of ETH that would otherwise have been used to satisfy such payment shall be correspondingly reduced. 

  
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 (v) The Sponsor may, from time to time, temporarily waive all or a portion of
the Sponsor’s Fee in its sole discretion. 
 (vi) As partial consideration for receipt of the Sponsor’s Fee, the
Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Security Vendors Fee,
(iv) the Transfer Agent fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an
amount up to $600,000 in any given Fiscal Year, (vii) ordinary course legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities
Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees (each, a “Sponsor-paid Expense” and together, the “Sponsor-paid
Expenses”), provided that any expense that qualifies as an Additional Trust Expense as set forth in Section 6.8(b) shall be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. 

(b) Additional Trust Expenses. 

(i) The Trust shall pay any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid
Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the
interests of Shareholders (including in connection with any Incidental Rights and any IR Virtual Currency), (iii) any indemnification of the Security Vendors or other agents, service providers or counterparties of the Trust, (iv) the fees and
expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given Fiscal Year and (v) extraordinary legal fees and
expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Additional Trust Expenses”). 

(ii) To cause the Trust to pay the Additional Trust Expenses, if any, the Sponsor or its delegates shall, instructing the
Security Vendors as necessary, (i) withdraw from the ETH Account ETH in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such
ETH into U.S. Dollars or other fiat currencies at the Actual Exchange Rate or (y) cause the Trust (or its delegate) to deliver such ETH in kind in satisfaction of such Additional Trust Expenses. 

  
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 (iii) If the Trust holds any Incidental Rights and/or IR Virtual Currency at
any time, the Trust may pay any Additional Trust Expenses, in whole or in part, with such Incidental Rights and/or IR Virtual Currency by entering into an agreement with the relevant payee and transferring such Incidental Rights and/or IR Virtual
Currency to that payee at a value to be determined pursuant to such agreement; provided that the Trust shall use Incidental Rights and/or IR Virtual Currency to pay Additional Trust Expenses only if such agreement and transfer does not
otherwise conflict with the terms of this Trust Agreement. If the Trust pays the Additional Trust Expenses in Incidental Rights and/or IR Virtual Currency, in whole or in part, the amount of ETH that would otherwise have been used to satisfy such
payment shall be correspondingly reduced. 
 (c) The Sponsor or any Affiliate of the Sponsor may be reimbursed only for the actual cost to
the Sponsor or such Affiliate of any expenses that it advances on behalf of the Trust for payment of which the Trust is responsible. In addition, payment to the Sponsor or such Affiliate for indirect expenses incurred in performing services for the
Trust in its capacity as the Sponsor (or an Affiliate of the Sponsor) of the Trust, such as salaries and fringe benefits of officers and directors, rent or depreciation, utilities and other administrative items generally falling within the category
of the Sponsor’s “overhead,” is prohibited. 
 SECTION 6.9 Voluntary Withdrawal of the Sponsor. The Sponsor may
withdraw voluntarily as the Sponsor of the Trust only upon one hundred and twenty (120) days’ prior written notice to all Shareholders and the Trustee. If the withdrawing Sponsor is the last remaining Sponsor, the Shareholders holding
Shares equal to at least a majority (over 50%) of the Shares may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Sponsor who shall carry on the affairs of the Trust. If the Sponsor withdraws and a
successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal. 
 SECTION 6.10
Litigation. The Sponsor is hereby authorized to prosecute, defend, settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce or protect the Trust’s interests. The Sponsor shall satisfy any
judgment, decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, next, out of the
Trust’s assets and, thereafter, out of the assets (to the extent that it is permitted to do so under the various other provisions of this Trust Agreement) of the Sponsor. 

SECTION 6.11 Bankruptcy; Merger of the Sponsor. 

(a) The Sponsor shall not cease to be a Sponsor of the Trust merely upon the occurrence of its making an assignment for the benefit of
creditors, filing a voluntary petition in bankruptcy, filing a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, filing
an answer or other pleading admitting or failing to contest material allegations of a petition filed against it in any proceeding of this nature or seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator for
itself or of all or any substantial part of its properties. 

  
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 (b) To the fullest extent permitted by law, and on sixty (60) days’ prior written
notice to the Shareholders of their right to vote thereon, if any such transaction is other than with an affiliated entity, nothing in this Trust Agreement shall be deemed to prevent the merger of the Sponsor with another corporation or other
entity, the reorganization of the Sponsor into or with any other corporation or other entity, the transfer of all the capital stock of the Sponsor or the assumption of the rights, duties and liabilities of the Sponsor by, in the case of a merger,
reorganization or consolidation, the surviving corporation or other entity by operation of law. Without limiting the foregoing, none of the transactions referenced in the preceding sentence shall be deemed to be a voluntary withdrawal for purposes
of Section 6.10 or an Event of Withdrawal for purposes of Section 12.1(a)(iv). 
 ARTICLE VII 

THE SHAREHOLDERS 
 SECTION
7.1 No Management or Control; Limited Liability; Exercise of Rights through a Participant. The Shareholders shall not participate in the management or control of the Trust nor shall they enter into any transaction on behalf of the
Trust or have the power to sign for or bind the Trust, said power being vested solely and exclusively in the Sponsor. Except as provided in Section 7.3 hereof, no Shareholder shall be bound by, or be personally liable for,
the expenses, liabilities or obligations of the Trust in excess of its Percentage Interest of the Trust Estate. Except as provided in Section 7.3 hereof, each Share owned by a Shareholder shall be fully paid and no
assessment shall be made against any Shareholder. No salary shall be paid to any Shareholder in its capacity as a Shareholder, nor shall any Shareholder have a drawing account or earn interest on its Percentage Interest of the Trust Estate. By the
purchase and acceptance or other lawful delivery and acceptance of Shares, each owner of such Shares shall be deemed to be a Shareholder and beneficiary of the Trust and vested with beneficial undivided interest in the Trust to the extent of the
Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Trust Agreement. 
 SECTION 7.2 Rights and
Duties. The Shareholders shall have the following rights, powers, privileges, duties and liabilities: 
 (a) The Shareholders
shall have the right to obtain from the Sponsor information on all things affecting the Trust, provided that such information is for a purpose reasonably related to the Shareholder’s interest as a beneficial owner of the Trust. 

(b) The Shareholders shall receive the share of the distributions provided for in this Trust Agreement in the manner and at the times provided
for in this Trust Agreement. 

  
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 (c) Except for the Shareholders’ transfer rights set forth in Article IV and the
Shareholders’ redemption rights set forth in Article V hereof, Shareholders shall have the right to demand a redemption of their Shares only upon the dissolution and winding up of the Trust and only to the extent of
funds available therefor, as provided in Section 12.2. In no event shall a Shareholder be entitled to demand or receive property other than cash upon the dissolution and winding up of the Trust. No Shareholder shall have
priority over any other Shareholder as to distributions. The Shareholder shall not have any right to bring an action for partition against the Trust. 

(d) Shareholders holding Shares representing at least a majority (over 50%) of the Shares may vote to appoint a successor Sponsor as provided
in Section 6.10 or to continue the Trust as provided in Section 12.1(a)(iv). 
 Except
as set forth above, the Shareholders shall have no voting or other rights with respect to the Trust. 
 SECTION 7.3 Limitation of
Liability. 
 (a) Except as provided in Section 6.7(f) hereof, and as otherwise provided under Delaware
law, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of Delaware and no Shareholder shall be liable for claims
against, or debts of the Trust in excess of its Percentage Interest of the Trust Estate, except in the case of a Shareholder that is a Participant, in the event that the liability is founded upon misstatements or omissions contained in such
Shareholder’s Participant Agreement. In addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust shall not make a claim against a Shareholder with respect to amounts distributed to such Shareholder or
amounts received by such Shareholder upon redemption of such Shareholder’s Shares unless, under Delaware law, such Shareholder is liable to repay such amount. 

(b) The Trust shall indemnify to the full extent permitted by law and the other provisions of this Trust Agreement, and to the extent of the
Trust Estate, each Shareholder against any claims of liability asserted against such Shareholder solely because it is a beneficial owner of one or more Shares as a Shareholder. 

(c) Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust shall give
notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of the Trust, and
no resort shall be had to the Shareholders’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital that the Sponsor deems
appropriate, but the omission thereof shall not operate to bind the Shareholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 7.3
shall diminish the limitation on the liability of the Trust to the extent set forth in Section 3.6 hereof. 

  
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 SECTION 7.4 Derivative Actions. Subject to any other requirements of applicable
law including Section 3816 of the Delaware Trust Statute, no Shareholder shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who
(i) are not Affiliates of one another and (ii) collectively hold at least 10% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. 

SECTION 7.5 Appointment of Agents. 

(a) By the purchase and acceptance or other lawful delivery, acceptance or holding of the Shares, the Shareholders shall be deemed to agree
that the Sponsor may cause the Trust to appoint an agent to act on their behalf in connection with any distribution of Incidental Rights and/or IR Virtual Currency if the Sponsor has determined in good faith that such appointment is reasonably
necessary or in the best interests of the Trust and the Shareholders in order to facilitate the distribution of any Incidental Rights and/or IR Virtual Currency. For the avoidance of doubt, the Sponsor may cause the Trust to appoint the Sponsor or
any of its Affiliates to act in such capacity, subject to Section 6.2(a) of this Trust Agreement. Any Person appointed as agent of the Shareholders pursuant to this Section 7.5(a) (i) shall receive an
in-kind distribution of Incidental Rights and/or IR Virtual Currency on behalf of the Shareholders of record with respect to such distribution and (ii) following receipt of any such distribution, shall
determine, in such Person’s sole discretion and without any direction from the Trust or the Sponsor (in its capacity as Sponsor of the Trust), whether and when to sell the distributed Incidental Rights and/or IR Virtual Currency on behalf of
the record date Shareholders. 
 (b) Any agent appointed pursuant to Section 7.5(a) shall not receive any compensation in connection
with its role as agent. The foregoing notwithstanding, any such agent shall be entitled to receive from any distribution of Incidental Rights and/or IR Virtual Currency, Incidental Rights and/or IR Virtual Currency with an aggregate fair market
value equal to the amount of administrative and other reasonable expenses incurred by such agent in connection with such in-kind distribution of Incidental Rights and/or IR Virtual Currency, including expenses
incurred by such agent in connection with any post-distribution sale of such Incidental Rights and/or Virtual Currency. 
 SECTION 7.6
Business of Shareholders. Except as otherwise specifically provided herein, any of the Shareholders and any shareholder, officer, director, employee or other Person holding a legal or beneficial interest in an entity that is a
Shareholder, may engage in or possess an interest in business ventures of every nature and description, independently or with others, and the pursuit of such ventures, even if competitive with the affairs of the Trust, shall not be deemed wrongful
or improper. 

  
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 SECTION 7.7 Authorization of Memorandum. Each Shareholder (or any permitted
assignee thereof) hereby agrees that the Trust, the Sponsor and the Trustee are authorized to execute, deliver and perform the agreements, acts, transactions and matters contemplated hereby or described in, or contemplated by, the Memorandum on
behalf of the Trust without any further act, approval or vote of the Shareholders, notwithstanding any other provision of this Trust Agreement, the Delaware Trust Statute or any applicable law, rule or regulation. 

ARTICLE VIII 
 BOOKS OF
ACCOUNT AND REPORTS 
 SECTION 8.1 Books of Account. Proper books of account for the Trust shall be kept and shall be
audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to the Trust as are required by the applicable law
and regulations and as are usually entered into books of account kept by trusts. The books of account shall be kept at the principal office of the Trust and each Shareholder (or any duly constituted designee of a Shareholder) shall have, at all
times during normal business hours, free access to and the right to inspect and copy the same for any purpose reasonably related to the Shareholder’s interest as a beneficial owner of the Trust. Such books of account shall be kept, and the
Trust shall report its profits and losses on, the accrual method of accounting for financial accounting purposes on a Fiscal Year basis as described in Article IX. 

SECTION 8.2 Annual Reports. 

(a) If the Shares are not then listed, quoted or traded on any Secondary Market or registered under the Securities Act or the Exchange Act, the
Sponsor shall furnish each Shareholder with an annual report of the Trust within one hundred and eighty (180) calendar days after the Trust’s fiscal year (or as soon as reasonably practicable thereafter) including, but not limited to,
annual audited financial statements (including a statement of income and statement of financial condition), prepared in accordance with GAAP and accompanied by a report of the independent registered public accounting firm that audited such
statements. 
 (b) If the Shares are then listed, quoted or traded on a Secondary Market or registered under the Securities Act or the
Exchange Act, the Sponsor shall prepare and publish the Trust’s Annual Reports and Quarterly Reports as required by the rules and regulations of such Secondary Market or the SEC, as applicable. 

SECTION 8.3 Tax Information. Appropriate tax information (adequate to enable each Shareholder to complete and file its U.S.
federal tax return) shall be delivered to each Shareholder following the end of each Fiscal Year but, to the extent possible, no later than April 1. All such information shall be prepared, and all of the Trust’s tax returns shall be filed, in a
manner consistent with the treatment of the Trust as a grantor trust. The Trust’s taxable year shall be the calendar year. The Trustee shall comply with all U.S. federal withholding requirements respecting distributions to, or receipts of
amounts on behalf of, Shareholders that the Trustee reasonably believes are applicable under the Code. The consent of Shareholders shall not be required for such withholding. 

  
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 SECTION 8.4 Calculation of ETH Holdings. The Sponsor or its delegate shall
calculate and publish the Trust’s ETH Holdings on each Business Day as of 4:00 p.m., New York time, or as soon as practicable thereafter. In order to calculate the ETH Holdings, the Sponsor shall: 

 

	 	1.	 Determine the ETH Index Price as of such Business Day; 



 

	 	2.	 Multiply the ETH Index Price by the Trust’s aggregate number of ETH owned by the Trust as of 4:00 p.m.,
New York time, on the immediately preceding day, less the aggregate number of ETH payable as the accrued and unpaid Sponsor’s Fee as of 4:00 p.m., New York time, on the immediately preceding day; 



 

	 	3.	 Add the U.S. Dollar value of ETH, calculated using the ETH Index Price, receivable under pending Creation
Orders, if any, determined by multiplying the number of the Creation Baskets represented by such Creation Orders by the Basket ETH Amount and then multiplying such product by the ETH Index Price; 



 

	 	4.	 Subtract the U.S. Dollar amount of accrued and unpaid Additional Trust Expenses, if any;



  

	 	5.	 Subtract the U.S. Dollar value of the ETH, calculated using the ETH Index Price, to be distributed under
pending Redemption Orders, if any, determined by multiplying the number of Redemption Baskets represented by such Redemption Orders by the Basket ETH Amount and then multiplying such product by the ETH Index Price (the amount derived from steps 1
through 5 above, the “ETH Holdings Fee Basis Amount”); and 


  

	 	6.	 Subtract the U.S. Dollar amount of the Sponsor’s Fee that accrues for such Business Day, as
calculated based on the ETH Holdings Fee Basis Amount for such Business Day. 


 Notwithstanding the foregoing, (i) in the event that
the Sponsor determines that the methodology used to determine the ETH Index Price is not an appropriate basis for valuation of the Trust’s ETH, the Sponsor shall use an alternative methodology as set forth in the Memorandum and (ii) in the
event that the Trust holds any Incidental Rights and/or IR Virtual Currency, the Sponsor may, at its discretion, include the value of such Incidental Rights and/or IR Virtual Currency in the determination of the Trust’s ETH Holdings, provided
that the Sponsor has determined in good faith a method for assigning an objective value to such Incidental Rights and/or IR Virtual Currency. 

  
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 SECTION 8.5 Maintenance of Records. The Sponsor shall maintain for a period of
at least six Fiscal Years (a) all books of account required by Section 8.1 hereof; (b) a list of the names and last known address of, and number of Shares owned by, all Shareholders; (c) a copy of the
Certificate of Trust and all certificates of amendment thereto; (d) executed copies of any powers of attorney pursuant to which any certificate has been executed; (e) copies of the Trust’s U.S. federal, state and local income tax
returns and reports, if any; (f) copies of any effective written Trust Agreements, Participant Agreements, including any amendments thereto; and (g) any financial statements of the Trust. The Sponsor may keep and maintain the books and
records of the Trust in paper, magnetic, electronic or other format as the Sponsor may determine in its sole discretion, provided that the Sponsor shall use reasonable care to prevent the loss or destruction of such records. If there is a
conflict between this Section 8.5 and the rules and regulations of any Secondary Market on which the Shares are listed, quoted or traded or, if applicable, the SEC with respect to the maintenance of records, the records
shall be maintained pursuant to the rules and regulations of such Secondary Market or the SEC. 
 ARTICLE IX 

FISCAL YEAR 
 SECTION 9.1
Fiscal Year. The fiscal year of the Trust for financial accounting purposes (the “Fiscal Year”) shall begin on the 1st day of January and end on the 31st day of December of each year. The Fiscal Year in which the Trust shall terminate shall end on the date of such termination. 

ARTICLE X 
 AMENDMENT OF
TRUST AGREEMENT; MEETINGS 
 SECTION 10.1 Amendments to the Trust Agreement. 

(a) Amendment Generally. 

(i) Except as otherwise specifically provided in this Section 10.1, the Sponsor, in its sole
discretion and without Shareholder consent, may amend or otherwise supplement this Trust Agreement by making an amendment, an agreement supplemental hereto, or an amended and restated declaration of trust and trust agreement. Any such restatement,
amendment and/or supplement hereto shall be effective on such date as designated by the Sponsor in its sole discretion; provided that the Sponsor shall not be permitted to make any such amendment, or otherwise supplement this Trust Agreement,
if such amendment or supplement would permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders (within the meaning of Treasury Regulations Section 301.7701-4(c)) or
would otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes. 

  
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 (ii) Any amendments to this Trust Agreement which materially adversely
affects the interests of the Shareholders shall occur only upon the vote of Shareholders holding Shares equal to at least a majority (over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates). For all purposes of this
Section 10.1, a Shareholder shall be deemed to consent to a modification or amendment of this Trust Agreement if the Sponsor has notified such Shareholder in writing of the proposed modification or amendment and the
Shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the Shareholder objects to such modification or amendment. Notwithstanding anything to the contrary herein, notice pursuant to this
Section 10.1 may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation. 

(b) Without limitation of the foregoing, the Sponsor may, without the approval of the Shareholders, amend the provisions of this Trust
Agreement if the Trust is advised at any time by the Trust’s accountants or legal counsel that the amendments made are necessary to ensure that the Trust’s status as a grantor trust will be respected for U.S. federal income tax
purposes. 
 (c) No amendment affecting the rights or duties of the Trustee shall be binding upon or effective against the Trustee unless
consented to by the Trustee in writing. No amendment shall be made to this Trust Agreement without the consent of the Trustee if the Trustee reasonably believes that such amendment adversely affects any of its rights, duties or liabilities. The
Trustee shall be under no obligation to execute any amendment to the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Sponsor, in form and substance reasonably satisfactory to the
Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement to
which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement
in favor of the Trustee and do not adversely affect the Trustee. 
 (d) Upon amendment of this Trust Agreement, the Certificate of Trust
shall also be amended, if required by the Delaware Trust Statute, to reflect such change. At the expense of the Sponsor, the Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Sponsor. 

(e) To the fullest extent permitted by law, no provision of this Trust Agreement may be amended, waived or otherwise modified orally but only
by a written instrument adopted in accordance with this Section 10.1. 
 SECTION 10.2 Meetings of the
Trust. Meetings of the Shareholders may be called by the Sponsor in its sole discretion. The Sponsor shall furnish written notice to all Shareholders thereof of the meeting and the purpose of the meeting, which shall be held on a date,
not less than ten (10) nor more than sixty (60) days after the date of mailing of said notice, at a reasonable time and place. Any notice of meeting shall be accompanied by a description of the action to be taken at the meeting.
Shareholders may vote in person or by proxy at any such meeting. 

  
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 SECTION 10.3 Action Without a Meeting. Any action required or permitted to be
taken by Shareholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes as votes at a meeting. If the vote or consent of any Shareholder to any
action of the Trust or any Shareholder, as contemplated by this Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in Section 13.6.
The vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Shareholder, unless the
Shareholder expresses written objection to the vote or consent by notice given in the manner provided in Section 13.6 and actually received by the Trust within twenty (20) days after the notice of solicitation is sent.
The Covered Persons dealing with the Trust shall be entitled to act in reliance on any vote or consent that is deemed cast or granted pursuant to this Section 10.3 and shall be fully indemnified by the Trust in so doing.
Any action taken or omitted in reliance on any such deemed vote or consent of one or more Shareholders shall not be void or voidable by reason of any communication made by or on behalf of all or any of such Shareholders in any manner other than as
expressly provided in Section 13.6. 
 ARTICLE XI 

TERM 
 SECTION 11.1
Term. The term for which the Trust is to exist shall be perpetual, unless terminated pursuant to the provisions of Article XII hereof or as otherwise provided by law. 

ARTICLE XII 

TERMINATION 
 SECTION 12.1
Events Requiring Dissolution of the Trust. 
 (a) The Trust shall dissolve at any time upon the happening of any of the
following events: 
 (i) a U.S. federal or state regulator requires the Trust to shut down or forces the Trust to liquidate
its ETH or seizes, impounds or otherwise restricts access to the Trust Estate; 
 (ii) any ongoing event exists that either
prevents the Trust from making or makes impractical the Trust’s reasonable efforts to make a fair determination of the ETH Index Price; 

  
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 (iii) any ongoing event exists that either prevents the Trust from converting
or makes impractical the Trust’s reasonable efforts to convert ETH to U.S. Dollars; or 
 (iv) a certificate of
dissolution or revocation of the Sponsor’s charter is filed (and ninety (90) days have passed after the date of notice to the Sponsor of revocation without a reinstatement of the Sponsor’s charter) or the withdrawal, removal,
adjudication or admission of bankruptcy or insolvency of the Sponsor (each of the foregoing events an “Event of Withdrawal”) has occurred unless (i) at the time there is at least one remaining Sponsor or (ii) within ninety
(90) days of such Event of Withdrawal Shareholders holding at least a majority (over 50%) of the Shares agree in writing to continue the affairs of the Trust and to select, effective as of the date of such event, one or more successor Sponsors.

 (b) The Sponsor may, in its sole discretion, dissolve the Trust if any of the following events occur: 

(i) the SEC determines that the Trust is an investment company required to be registered under the Investment Company Act of
1940; 
 (ii) the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act; 

(iii) the Trust is determined to be a “money service business” under the regulations promulgated by FinCEN under the
authority of the U.S. Bank Secrecy Act and is required to comply with certain FinCEN regulations thereunder; 
 (iv) the
Trust is required to obtain a license or make a registration under any state law regulating money transmitters, money services businesses, providers of prepaid or stored value or similar entities, or virtual currency businesses; 

(v) the Trust becomes insolvent or bankrupt; 

(vi) a Security Vendor resigns or is removed without replacement; 

(vii) all of the Trust’s ETH are sold; 

(viii) the Sponsor determines that the size of the Trust Estate in relation to the expenses of the Trust makes it unreasonable
or imprudent to continue the affairs of the Trust; 
 (ix) the Sponsor receives notice from the IRS or from counsel for the
Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Code; 

  
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 (x) the Trustee notifies the Sponsor of the Trustee’s election to resign
and the Sponsor does not appoint a successor trustee within one hundred and eighty (180) days; or 
 (xi) the Sponsor
determines, in its sole discretion, that it is desirable or advisable for any reason to discontinue the affairs of the Trust. 
 The death,
legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his or her estate,
custodian or personal representative shall have no right to a redemption of such Shareholder’s Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his or her death, he or she waives on behalf of himself or
herself and his or her estate, and he or she directs the legal representative of his or her estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the Trust Estate and any right to an audit or
examination of the books of account for the Trust, except for such rights as are set forth in Article VIII hereof relating to the books of account and reports of the Trust. 

SECTION 12.2 Distributions on Dissolution. Upon the dissolution of the Trust, the Sponsor (or in the event there is no Sponsor,
such person (the “Liquidating Trustee”) as the majority in interest of the Shareholders may propose and approve) shall take full charge of the Trust Estate. Any Liquidating Trustee so appointed shall have and may exercise, without
further authorization or approval of any of the parties hereto, all of the powers conferred upon the Sponsor under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such
powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the Delaware Trust Statute, the affairs of the
Trust shall be wound up and all assets owned by the Trust shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority:
(a) to the expenses of liquidation and termination and to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or the making of reasonable
provision for payment thereof) other than liabilities for distributions to Shareholders, and (b) to the Shareholders pro rata in accordance with their respective Percentage Interests of the Trust Estate. 

SECTION 12.3 Termination; Certificate of Cancellation. Following the dissolution and distribution of the assets of the Trust,
the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Trust
Statute at the expense of the Sponsor or the Liquidating Trustee, as the case may be. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate legal entity shall continue until the filing
of such certificate of cancellation. 

  
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 ARTICLE XIII 

MISCELLANEOUS 
 SECTION
13.1 Governing Law. The validity and construction of this Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof
shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of U.S. federal or state
securities laws shall not be governed by this Section 13.1, and provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law
of the State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustee, the Sponsor, the Shareholders or this Trust Agreement any
provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Trust Statute) pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to
income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets or (g) the
establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Sponsor set forth
or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof,
but subject to Section 1.5 and Section 1.6, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. Subject to
Section 1.5 and Section 1.6, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any
such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions. 
 SECTION
13.2 Provisions In Conflict With Law or Regulations. 
 (a) The provisions of this Trust Agreement are severable, and if the
Sponsor shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Delaware Trust Statute, the Securities Act, if applicable, or other
applicable U.S. federal or state laws or the rules and regulations of any Secondary Market, the Conflicting Provisions shall be deemed never to have constituted a part of this Trust Agreement, even without any amendment of this Trust Agreement
pursuant to this Trust Agreement; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Trust Agreement or render invalid or improper any action taken or omitted
prior to such determination. No Sponsor or Trustee shall be liable for making or failing to make such a determination. 

  
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 (b) If any provision of this Trust Agreement shall be held invalid or unenforceable in any
jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Trust Agreement in any jurisdiction. 

SECTION 13.3 Counsel to the Trust. Counsel to the Trust may also be counsel to the Sponsor and its Affiliates. The Sponsor may
execute on behalf of the Trust and the Shareholders any consent to the representation of the Trust that counsel may request pursuant to the New York Rules of Professional Conduct or similar rules in any other jurisdiction (the
“Rules”). The Shareholders acknowledge that the Trust has selected Davis Polk & Wardwell LLP as legal counsel to the Trust (“Trust Counsel”). Trust Counsel shall not represent any Shareholder in the absence
of a clear and explicit agreement to such effect between the Shareholder and Trust Counsel (and that only to the extent specifically set forth in that agreement), and in the absence of any such agreement Trust Counsel shall owe no duties directly to
a Shareholder. Each Shareholder agrees that, in the event any dispute or controversy arises between any Shareholder and the Trust, or between any Shareholder or the Trust, on the one hand, and the Sponsor (or an Affiliate thereof that Trust Counsel
represents), on the other hand, that Trust Counsel may represent either the Trust or the Sponsor (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Shareholder hereby consents to such
representation. Each Shareholder further acknowledges that, regardless of whether Trust Counsel has in the past represented any Shareholder with respect to other matters, Trust Counsel has not represented the interests of any Shareholder in the
preparation and negotiation of this Trust Agreement. 
 SECTION 13.4 Merger and Consolidation. Subject to the provisions of
Section 1.5 and Section 1.6, the Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to or to sell all or substantially all of its assets to, another trust or
entity; (ii) the Shares of the Trust to be converted into beneficial interests in another statutory trust (or series thereof); or (iii) the Shares of the Trust to be exchanged for shares in another trust or company under or pursuant to any
U.S. state or federal statute to the extent permitted by law. For the avoidance of doubt, subject to the provisions of Section 1.5, the Sponsor, with written notice to the Shareholders, may approve and effect any of the
transactions contemplated under (i), (ii) and (iii) above without any vote or other action of the Shareholders. 
 SECTION 13.5
Construction. In this Trust Agreement, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of
different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Trust Agreement. 

  
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 SECTION 13.6 Notices. All notices or communications under this Trust Agreement
(other than notices of pledge or encumbrance of Shares, and reports and notices by the Sponsor to the Shareholders) shall be in writing and shall be effective upon personal delivery, or if sent by mail, postage prepaid, or if sent electronically, by
email, or by overnight courier; and addressed, in each such case, to the address set forth in the books and records of the Trust or such other address as may be specified in writing, of the party to whom such notice is to be given, upon the deposit
of such notice in the United States mail, upon transmission and electronic confirmation thereof or upon deposit with a representative of an overnight courier, as the case may be. Notices of pledge or encumbrance of Shares shall be effective upon
timely receipt by the Sponsor in writing. Any reports or notices by the Sponsor to the Shareholders which are given electronically shall be effective upon receipt without requirement of confirmation. 

All notices that are required to be provided to the Trustee shall be sent to: 

Delaware Trust Company 

Attention: Corporate Trust Administration 

251 Little Falls Drive 

Wilmington, DE 19808 
 All
notices that the Trustee is required to provide shall be sent to: 
 if to the Trust, at 

Ethereum Investment Trust 
 636
Avenue of the Americas, 3rd Floor 
 New York, New York 10011 

Attention: Grayscale Investments, LLC 

if to the Sponsor, at 

Grayscale Investments, LLC 
 636
Avenue of the Americas, 3rd Floor 
 New York, New York 10011 

Attention: Michael Sonnenshein 

SECTION 13.7 Confidentiality. 

(a) All communications between the Sponsor or the Trustee on the one hand, and any Shareholder, on the other, shall be presumed to include
confidential, proprietary, trade secret and other sensitive information. Unless otherwise agreed to in writing by the Sponsor, each Shareholder shall maintain the confidentiality of information that is
non-public information furnished by the Sponsor regarding the Sponsor and the Trust received by such Shareholder pursuant to this Trust Agreement in accordance with such procedures as it applies generally to
information of this kind (including procedures relating to information sharing with Affiliates), except (i) as otherwise required by governmental regulatory agencies (including tax authorities in


  
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connection with an audit or other similar examination of such Shareholder), self-regulating bodies, law, legal process, or litigation in which such Shareholder is a defendant, plaintiff or other
named party or (ii) to directors, employees, representatives and advisors of such Shareholder and its Affiliates who need to know the information and who are informed of the confidential nature of the information and agree to keep it
confidential. Without limiting the foregoing, each Shareholder acknowledges that notices and reports to Shareholders hereunder may contain material non-public information and agrees not to use such information
other than in connection with monitoring its investment in the Trust and agrees not to trade in securities on the basis of any such information. 

(b) In the event that the Sponsor determines in good faith that (i) a Shareholder has violated or is reasonably likely to violate the
provisions of this Section 13.7 or (ii) a Shareholder that is subject to FOIA, any state public records access law or any other law or statutory or regulatory requirement that is similar to FOIA in intent or effect
(each, a “Public Access Law”) is reasonably likely to be subject to a disclosure request pursuant to a Public Access Law that would result in the disclosure by such Shareholder of confidential information regarding the Trust, the
Sponsor may (x) provide to such Shareholder access to such information only on the Trust’s website in password protected, non-downloadable, non-printable
format and (y) require such Shareholder to return any copies of information provided to it by the Sponsor or the Trust. 
 (c) If any
Public Access Law would potentially cause a Shareholder or any of its Affiliates to disclose information relating to the Trust, its Affiliates and/or any investment of the Trust, then in addition to compliance with the notice requirements set forth
in Section 13.7(a) above, such Shareholder shall take commercially reasonable steps to oppose and prevent the requested disclosure unless (i) such Shareholder is advised by counsel that there exists no reasonable basis
on which to oppose such disclosure or (ii) the Sponsor does not object in writing to such disclosure within ten (10) days (or such lesser time period as stipulated by the applicable law) of such notice. Each Shareholder acknowledges and
agrees that in such event, notwithstanding any other provision of this Trust Agreement, the Sponsor may, in order to prevent any such potential disclosure that the Sponsor determines in good faith is likely to occur, withhold all or any part of the
information otherwise to be provided to such Shareholder; provided, that the Sponsor shall not withhold any such information if a Shareholder confirms in writing to the Sponsor that compliance with the procedures provided for in
Section 13.7(b) above is legally sufficient to prevent such potential disclosure. 
 (d) A Shareholder may, by
giving written notice to the Sponsor, elect not to receive copies of any document, report or other information that such Shareholder would otherwise be entitled to receive pursuant to this Trust Agreement and is not required by applicable law to be
delivered. The Sponsor agrees that it shall make any such documents available to such Shareholder at the Sponsor’s offices. 

  
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 (e) Notwithstanding anything in this Trust Agreement to the contrary, each Shareholder and
each Shareholder’s employees, representatives or other agents are authorized to disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Trust and any transaction entered into by the Trust and
all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure that are provided to such Shareholder, except for any information identifying the Sponsor, the Trust, the Trustee or their
respective advisors, affiliates, officers, directors, members, employees and principals or (except to the extent relevant to such tax structure or tax treatment) any nonpublic commercial or financial information. 

(f) Any obligation of a Shareholder pursuant to this Section 13.7 may be waived by the Sponsor in its sole
discretion. 
 (g) Each Shareholder acknowledges and agrees that (i) the restrictions contained in this
Section 13.7 are necessary for the protection of the affairs and goodwill of the Sponsor, the Trustee, the Trust and their Affiliates and each Shareholder considers such restrictions to be reasonable for such purpose,
(ii) the misappropriation or unauthorized disclosure of confidential information is likely to cause substantial and irreparable damage to the Sponsor, the Trustee, the Trust and their Affiliates and (iii) damages may not be an adequate
remedy for breach of this Section 13.7. Accordingly, the Sponsor, the Trustee, the Trust and their Affiliates shall be entitled to injunctive and other equitable relief, in addition to all other remedies available to them
at law or at equity, and no proof of special damages shall be necessary for the enforcement of this Section 13.7. 

SECTION 13.8 Counterparts; Electronic Signatures. This Trust Agreement may be executed in one or more counterparts (including
those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. This Trust
Agreement, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. 
 SECTION 13.9 Binding Nature of Trust Agreement. The terms
and provisions of this Trust Agreement shall be binding upon and inure to the benefit of the heirs, custodians, executors, estates, administrators, personal representatives, successors and permitted assigns of the respective Shareholders. For
purposes of determining the rights of any Shareholder or assignee hereunder, the Trust and the Sponsor may rely upon the Trust records as to who are Shareholders and permitted assignees, and all Shareholders and assignees agree that the Trust and
the Sponsor, in determining such rights, shall rely on such records and that Shareholders and their assignees shall be bound by such determination. 

SECTION 13.10 No Legal Title to Trust Estate. Subject to the provisions of Section 1.7 in the case of
the Sponsor, the Shareholders shall not have legal title to any part of the Trust Estate. 

  
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 SECTION 13.11 Creditors. No creditors of any Shareholders shall have any right
to obtain possession of, or otherwise exercise legal or equitable remedies with respect to the Trust Estate. 
 SECTION 13.12
Integration. This Trust Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. 

SECTION 13.13 Goodwill; Use of Name. No value shall be placed on the name or goodwill of the Trust, which shall belong
exclusively to Grayscale Investments, LLC. 
 SECTION 13.14 Compliance with Applicable Law. Each Shareholder agrees to use its
commercially reasonable efforts, upon reasonable request by the Sponsor, to cooperate with the Sponsor in complying with the applicable provisions of any material applicable law. Notwithstanding any other provision of this Trust Agreement to the
contrary, the Sponsor, in its own name and on behalf of the Trust, shall be authorized without the consent of any Person, including any Shareholder, to take such action as in its sole discretion it deems necessary or advisable to comply with any
anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, including the actions contemplated by the Participant Agreements. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated
Declaration of Trust and Trust Agreement as of the day and year first above written. 
  

			
	 DELAWARE TRUST COMPANY,
 as
Trustee

		
	By:	 	 /s/ Alan R. Halpern

		 	Name: Alan R. Halpern
		 	Title:   Vice President
	
	GRAYSCALE INVESTMENTS, LLC, as Sponsor
		
	By:	 	 /s/ Michael Sonnenshein

		 	Name: Michael Sonnenshein
		 	Title:   Managing Director
	
	DIGITAL CURRENCY GROUP, INC., solely with respect to Section 2.4
		
	By:	 	 /s/ Barry Silbert

		 	Name: Barry Silbert
		 	Title:   CEO



  
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 ETH-56 
  


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registration statement 
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 EXHIBIT A 

FORM OF CERTIFICATE OF TRUST 

  
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 ETH-57 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
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 CERTIFICATE OF TRUST 

OF 
 ETHEREUM INVESTMENT
TRUST 
 THIS Certificate of Trust of Ethereum Investment Trust (the “Trust”) is being duly executed and filed on behalf of
the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”). 

1. Name. The name of the statutory trust formed hereby is Ethereum Investment Trust. 

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Delaware Trust Company, 251
Little Falls Drive, Wilmington, DE 19808. 
 3. Effective Date. This Certificate of Trust shall be effective upon filing. 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act. 

 

			
	DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee of the Trust
		
	By:	 	  

	 Name:
 Title:
	 	



  
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 EXHIBIT B 

FORM OF PARTICIPANT AGREEMENT 

  
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