EX-10.2





 ETH-127 
  

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

pursuant to Securities and Exchange Commission Rule 83 
  

Exhibit 10.2 
 Execution
Version 
 MASTER DISTRIBUTION AND MARKETING AGREEMENT 

MASTER DISTRIBUTION AND MARKETING AGREEMENT dated as of November 15, 2019 (this “Agreement”) among Grayscale
Investments, LLC, a Delaware limited liability company (the “Sponsor”) the investment products sponsored or managed by the Sponsor listed on Schedule A hereto, as amended from time to time (each a “Product”
and together the “Products”), and Genesis Global Trading, Inc., a Delaware corporation (the “Distributor and Marketer”) (each, a “Party” and together, the “Parties”).

 WHEREAS, the Sponsor serves as the sponsor or manager of the Products; and 

WHEREAS, the Sponsor, on behalf of each Product, wishes to engage the Distributor and Marketer in connection with the performance of
the services listed in Schedule B and additional services as may be agreed for each Product. 
 NOW, THEREFORE, in
consideration of the mutual promises and undertakings herein contained, the Parties agree as follows: 

1.    Documents – Each Product has furnished or will furnish, upon request, to the Distributor and Marketer
copies of such Product’s constituent documents, agreements with its service providers and Confidential Private Placement Memorandum, as amended (its “Memorandum”). Each Product shall furnish, within a reasonable time
period, to the Distributor and Marketer a copy of any amendment or supplement to any of the above-mentioned documents. Upon request, each entity shall furnish promptly to the Distributor and Marketer any additional documents necessary or advisable
to perform its functions hereunder. 
 2.    Compliance with Rules and Regulations—In carrying out its
responsibilities under this Agreement, the Distributor and Marketer, including its employees and delegates, shall act in a manner consistent with the reasonable instructions of the Sponsor and comply with all applicable laws in all material
respects, including, without limitation, securities laws, of each jurisdiction in which the Distributor and Marketer proposes to carry on the business contemplated by this Agreement. Without limiting the foregoing, each of the Distributor and
Marketer, each Product, and the Sponsor have not taken and shall not take any action or omit to take any action that would cause the Distributor and Marketer, each Product, or the Sponsor to be in violation of, or to lose any applicable exemption
from registration under, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder,
the Investment Company Act of 1940, as amended (the “Investment Company Act”), or the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations promulgated
thereunder. The Distributor and Marketer represents and warrants that is has sufficient familiarity with the 1933 Act, the 1934 Act, the Investment Company Act, and the Advisers Act to carry out its duties under this Agreement in compliance with the
preceding sentence. 
 3.    Authorized Representations—The Distributor and Marketer is not authorized by any
of the Products to give any information or to make any representations other than those contained in such Product’s Memorandum, or contained in other material that may be prepared by or on behalf of such Product for the Distributor and
Marketer’s use. Consistent with the foregoing, and subject to paragraph 9 below, the Distributor and Marketer may prepare and distribute marketing literature or other material as it may deem appropriate in consultation with the Sponsor,
provided such marketing literature and its distribution complies with applicable law and regulations. 
 4.    Fees and
Product Expenses—(a) In consideration of the services to be performed by the Distributor and Marketer hereunder as set forth on Schedule B attached hereto and as it may be amended from time-
to-time, the Sponsor will pay the Distributor and Marketer a fee in an amount to be agreed upon in writing by the Parties hereto from
time-to-time, subject to any limitation imposed by any law, rule or regulation applicable to any of the Parties hereto. 













 ETH-128 
  


 Confidential treatment requested by the registrant for its submission of this draft
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 (b) The Sponsor shall reimburse the Distributor and Marketer for any reasonable fees or
disbursements incurred by the Distributor and Marketer in connection with the performance by the Distributor and Marketer of its duties under and pursuant to this Agreement with the prior written consent of the Sponsor. Further, unless otherwise
agreed to by the Parties hereto in writing, the Distributor and Marketer shall not be responsible for fees and expenses in connection with (i) preparing, printing and mailing each Product’s Memorandum, and any supplements thereto, to
existing shareholders (ii) preparing, setting in type, printing and mailing any report or other communication to shareholders of such Product, and (iii) the Blue Sky registration and qualification of shares for sale in the various states
in which the officers of the Sponsor shall determine it advisable to qualify such shares for sale (including registering such Product as a broker or dealer or any officer of such Product as agent or salesman in any state). 

5.    Use of the Distributor and Marketer’s Name—No Product shall not use the name of the Distributor and
Marketer, or any of its affiliates, in its Memorandum, marketing literature, and other material relating to such Product in any manner without the prior consent of the Distributor and Marketer (which shall not be unreasonably withheld); provided,
however, that the Distributor and Marketer hereby approves all lawful uses of the names of the Distributor and Marketer, including its affiliates, in such Product’s Memorandum and in all other materials which merely refer in accurate
terms to their appointment hereunder, or which are required under any applicable law, rule or regulation. 
 6.    Use of
the Product’s Name—Neither the Distributor and Marketer nor any of its affiliates shall use the name of any Product in any publicly disseminated materials, including marketing literature in any manner without the prior consent of
such Product (which shall not be unreasonably withheld); provided, however, that such Product hereby approves all lawful uses of its name in any required regulatory filings of the Distributor and Marketer which merely refer in accurate
terms to the appointment of the Distributor and Marketer hereunder, or which are required under any applicable law, rule or regulation. 

7.    Authorization—Each Party represents and warrants, severally and not jointly, that this Agreement has been
duly authorized, executed, and delivered by each Party, is a valid and binding agreement, and is enforceable in accordance with its terms. The provision of the services contemplated herein will not result in any breach of any of the terms or
conditions of or constitute a default under any agreement or instrument to which any Party is a party, or by which any Party is bound or, to the best of its knowledge, any law, in each case the violation or breach of which would cause material harm
to the Parties. 
 8.    Indemnification—Each Product, as the primary obligor (and the Sponsor, as secondary
obligor), agrees to indemnify and hold harmless the Distributor and Marketer and each of its directors and officers and each person, if any, who controls the Distributor and Marketer within the meaning of the 1933 Act, against any loss, liability,
claim, damages or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the ground that the its Memorandum or other information included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading.
However, each Product, as the primary obligor (and the Sponsor, as secondary obligor), does not agree to indemnify the Distributor and Marketer or hold it harmless to the extent that the statement or omission was made in reliance upon, and in
conformity with, information furnished to such Product by or on behalf of the Distributor and Marketer. In no case (i) is the indemnity of such Product, as the primary obligor (and the Sponsor, as secondary obligor), in favor of the Distributor
and Marketer or any person indemnified to be deemed to protect the Distributor 

  
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 ETH-129 
  


 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
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and Marketer or any person against any liability to such Product or its security holders to which the Distributor and Marketer or such person would otherwise be subject by reason of fraud, gross
negligence, bad faith, or willful misfeasance in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is such Product, as the primary obligor (and Sponsor, as secondary
obligor) to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor and Marketer or any person indemnified unless the Distributor and Marketer or person, as the case may be, shall
have notified such Product in writing of the claim promptly after the summons or other first written notification giving information of the nature of the claims shall have been served upon the Distributor and Marketer or any such person (or after
the Distributor and Marketer or such person shall have received notice of service on any designated agent). However, failure to notify such Product of any claim shall not relieve such Product (and the Sponsor) from any liability which it may have to
any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Each Product, as applicable, shall be entitled to participate at its own expense in the defense, or, if it so elects, to
assume the defense of any suit brought to enforce any claims, and if such Product elects to assume the defense, the defense shall be conducted by counsel chosen by such Product. In the event such Product elects to assume the defense of any suit and
retain counsel, the Distributor and Marketer, officers or directors or controlling person(s), defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If such Product does not elect to assume the defense
of any suit, it will reimburse the Distributor and Marketer, officers or directors or controlling person(s) or defendant(s) in the suit for the reasonable fees and expenses of any counsel retained by them. Each Product agrees to notify the
Distributor and Marketer promptly of the commencement of any litigation or proceeding against it or any of its officers in connection with the issuance or sale of any of the shares. 

The Distributor and Marketer also covenants and agrees that it will indemnify and hold harmless each Product, the Sponsor, and each of their respective
officers, representatives or agents and person, if any, who controls such Product or the Sponsor within the meaning of the 1933 Act (each, an “Indemnified Party”), against any loss, liability, damages, claims or expense
(including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares of such Product,
alleging (a) any violation of any applicable law by the Distributor and Marketer or any of its employees or (b) that any marketing literature, advertisements, information, statements or representations used or made by the Distributor and
Marketer or any of its affiliates or employees or that such Product’s Memorandum included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not
misleading, insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to such Product or Sponsor by or on behalf of the Distributor and Marketer. In no case (i) is the indemnity of the
Distributor and Marketer in favor of and Indemnified Party to be deemed to protect any such party against any liability to which the Indemnified Party would otherwise be subject by reason of fraud, gross negligence, bad faith, or willful misfeasance
in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor and Marketer to be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Distributor and Marketer in writing of the claim promptly after the summons or other first written notification giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Distributor and Marketer of any claim shall not
relieve the Distributor and Marketer from any liability which it may have to the Indemnified Party against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to the
Distributor and Marketer it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, and if the Distributor and Marketer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to the Indemnified Party, to its officers and to any controlling person(s) or defendant(s) in the suit. In the event that the Distributor and Marketer elects to assume the
defense of any suit and retain counsel, the Indemnified Party or controlling person(s), defendant(s) in the suit, shall bear the fees and 

  
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 Confidential treatment requested by the registrant for its submission of this draft
registration statement 
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expense of any additional counsel retained by them. If the Distributor and Marketer does not elect to assume the defense of any suit, it will reimburse the Indemnified Party, officers or
controlling person(s), defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor and Marketer agrees to notify the Indemnified Party promptly of the commencement of any litigation or proceedings
against it in connection with the Indemnified Party and sale of any of the shares. 
 9.    Supplemental
Information—The Distributor and Marketer and the Sponsor shall regularly consult with each other regarding the Distributor and Marketer’s performance of its obligations under this Agreement. 

The Distributor and Marketer acknowledges that the only information provided to it by each Product is that contained in such Product’s Memorandum.
Neither the Distributor and Marketer nor any other person is authorized by each Product to give any information or to make any representations, other than those contained in such Product’s Memorandum and any marketing literature or
advertisements specifically approved by appropriate representatives of such Product. 
 10.    Distributor and
Marketer’s Registration—The Distributor and Marketer is and shall remain registered as a broker-dealer under the 1934 Act, and a member in good standing of the Financial Industry Regulatory Authority, Inc. throughout the duration
of this Agreement. It is understood that the Distributor and Marketer will not open or maintain customer accounts or handle orders for any Product. The Distributor and Marketer further represents and covenants that its employees will comply with all
applicable laws, rules and regulations in connection with the marketing of each Product as contemplated under Schedule B hereto, and its employees’ oral and written disclosure concerning each Product will be substantially in accord with the
form and content of such Product’s Memorandum. 
 11.    Term—This Agreement shall become effective as of
the date hereof and shall continue until one year from such date and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by the Sponsor. This Agreement is
terminable without penalty on sixty (60) days’ written notice by the Sponsor or by the Distributor and Marketer. 
 Upon the termination of this
Agreement, the Distributor and Marketer, at each Product’s expense and direction, shall transfer to such successor as such Product shall specify all relevant books, records and other data established or maintained by the Distributor and
Marketer under this Agreement. 
 12.    Notice—Any notice required or permitted to be given by either Party
to the other shall be deemed sufficient if sent by (i) email to an email address previously confirmed by the other Party to be an email address appropriately designated for receipt of notices pursuant to this agreement (ii) telecopier
(fax) or (iii) registered or certified mail, postage prepaid, addressed by the Party giving notice to the other Party at the last address furnished by the other Party to the Party giving notice: 

if to any Product at: 
 c/o
Grayscale Investments, LLC 
 250 Park Avenue South 

New York, New York, 10003 Attn: Michael Sonnenshein 

  
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 ETH-131 
  


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

 

 if to the Sponsor at: 

250 Park Avenue South 
 New York,
New York, 10003 Attn: Michael Sonnenshein 
 if to the Distributor and Marketer at: 250 Park Avenue South 

New York, New York, 10003 
 Attn:
Arianna Pretto-Sakmann 
 or such other telecopier (fax) number or address as may be furnished by one Party to the other. 

13.    Confidential Information—The Distributor and Marketer, its officers, directors, employees and agents will
treat confidentially and as proprietary information of each Product and the Sponsor all records and other information relative to such Product and the Sponsor and to prior or present shareholders or to those persons or entities who respond to the
Distributor and Marketer’s inquiries concerning investment in such Product (together, the “Confidential Information”), and will not use the Confidential Information for any purposes other than performance of its
responsibilities and duties hereunder. If the Distributor and Marketer is requested or required by, but not limited to, depositions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or other action,
proceeding or process or as otherwise required by law, statute, regulation, writ, decree or the like to disclose Confidential Information, the Distributor and Marketer will provide each Product and the Sponsor, as applicable, with prompt written
notice of any such request or requirement so that such Product or the Sponsor may seek an appropriate protective order or other appropriate remedy and/or waive compliance with this provision. If such order or other remedy is not sought, or obtained,
or waiver not received within a reasonable period following such notice, then the Distributor and Marketer may without liability hereunder, disclose to the person, entity or agency requesting or requiring the information, that portion of the
Confidential Information that is legally required in the reasonable opinion of the Distributor and Marketer’s counsel. Notwithstanding any provision to the contrary contained herein, Distributor and Marketer may disclose, without notice to
Sponsor, such information pursuant to a request or regular or routine inspection by a governmental or regulatory agency. 

14.    Limitation of Liability—The Distributor and Marketer agrees that the obligations assumed by each Product
under this contract shall be limited in all cases to such Product and its assets except as expressly set forth herein. The Distributor and Marketer agrees that it shall not seek satisfaction of any such obligation from the shareholders, any
individual shareholder, officer, representative or agent of such Product. 
 15.    Miscellaneous—Each Party
agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed, interpreted, and enforced in accordance with and governed by the laws of the State of New
York. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may not be changed, waived, discharged
or amended except by written instrument that shall make specific reference to this Agreement and which shall be signed by the Party against which enforcement of such change, waiver, discharge or amendment is sought. This Agreement may be executed
simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 

  
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 ETH-132 
  


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

 

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized persons, all as of the day and year first above written. 
  

			
	 GRAYSCALE INVESTMENTS, LLC,

as Sponsor

		
	By:	 	/s/ Michael Sonnenshein
		 	Name: Michael Sonnenshein
		 	Title:   Managing Director
	
	 THE ENTITIES LISTED ON

SCHEDULE A HERETO

		
		 	     By: GRAYSCALE INVESTMENTS, LLC,

           as sponsor or manager of each of the entities
listed on Schedule A hereto

		
	By:	 	/s/ Michael Sonnenshein
		 	Name: Michael Sonnenshein
		 	Title:   Managing Director
	
	 GENESIS GLOBAL TRADING, INC., 

as Distributing and Marketing Agent

		
	By:	 	/s/ Arianna Pretto-Sakmann
		 	Name: Arianna Pretto-Sakmann
		 	Title:   General Counsel


 [Signature page to Distribution and Marketing Agreement] 













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

 

 Schedule A 

 

					
	 Product
	  	 Governing Document

	1.	  	 Grayscale Bitcoin Trust (BTC),
 a Delaware
statutory trust formed as of September 25, 2013
	  	Fifth Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Bitcoin Trust (BTC), dated September 12, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time
to time thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	2.	  	 Grayscale Bitcoin Cash Trust (BCH),
 a Delaware
statutory trust formed as of January 26, 2018
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Bitcoin Cash Trust (BCH), dated March 1, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	3.	  	 Grayscale Ethereum Trust (ETH),
 a Delaware
statutory trust formed as of December 13, 2017
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Ethereum Trust (ETH), dated July 3, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	4.	  	 Grayscale Ethereum Classic Trust (ETC),
 a
Delaware statutory trust formed as of April 18, 2017
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Ethereum Classic Trust (ETC), dated February 28, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time
to time thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	5.	  	 Grayscale Horizen Trust (ZEN),
 a Delaware
statutory trust formed as July 3, 2018
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Ethereum Trust (ETH), dated August 6, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	6.	  	 Grayscale Litecoin Trust (LTC),
 a Delaware
statutory trust formed as of January 26, 2018
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Litecoin Trust (LTC), dated March 1, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	7.	  	 Grayscale Stellar Lumens Trust (XLM),
 a
Delaware statutory trust formed as of October 26, 2018
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Stellar Lumens Trust (XLM), dated December 4, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to
time thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	8.	  	 Grayscale XRP Trust (XRP),
 a Delaware statutory
trust formed as of February 26, 2018
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale XRP Trust (XRP), dated March 1, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	9.	  	 Grayscale Zcash Trust (ZEC),
 a Delaware
statutory trust formed as of October 3, 2017
	  	Amended and Restated Declaration of Trust and Trust Agreement of Grayscale Zcash Trust (ZEC), dated July 3, 2018, by and among Grayscale Investments, LLC, Delaware Trust Company and the Shareholders from time to time
thereunder, as amended by Amendment No. 1 thereto and as the same may be further amended from time to time.
			
	10.	  	 Grayscale Digital Large Cap Fund LLC,
 a Cayman
Islands limited liability company formed as of January 25, 2018
	  	Amended and Restated Limited Liability Company Agreement of Grayscale Digital Large Cap Fund LLC, dated February 1, 2018, by and among Grayscale Investments, LLC, as the same may be amended from time to time.














 ETH-134 
  


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

List of Services 
 The Distributor and Marketer
shall perform the following services for each Product: 
  

	 	•	 	 Create an online website, to be hosted on Distributor and Marketer’s platform, through which marketing
materials of each Product may be distributed and accessed. 


  

	 	•	 	 Facilitate sales calls by Distributor and Marketer’s registered representatives to the person(s) and
entity(s) targeted by the ongoing marketing/sales campaign for each Product (“Target Audience”). 


  

	 	•	 	 Conduct Outreach to the Target Audience through email and other electronic communications. 



 

	 	•	 	 Promote each Product to suitable users of the Distributor and Marketer’s platform. 



 

	 	•	 	 Promote each Product using social and digital media. 



 

	 	•	 	 Respond to questions about the Sponsor’s marketing materials as soon as reasonably practicable and direct
all other questions to the Sponsor. 


  

	 	•	 	 Perform such additional distribution and marketing related services as may be agreed among the parties from time
to time.