Exhibit 10.5


 


CONFIDENTIAL


 


OSPREY Bitcoin Trust


 


SUBSCRIPTION DOCUMENTS

AND

PRIVACY NOTICE


 


THESE SUBSCRIPTION DOCUMENTS


ARE TO BE COMPLETED ONLY BY


A NATURAL PERSON OR ENTITY


SUBSCRIBING FOR ITS OWN ACCOUNT



    	 



    	 



    

CONFIDENTIAL


 

SUBSCRIPTION AGREEMENT


 


I, the undersigned,
(“Subscriber”) understand that Osprey Bitcoin Trust, a Delaware trust (the “Trust”) is making a
continuous offering of units (“Units”), each representing a fractional undivided beneficial interest in the
Trust. The investment objective of the Trust is for the Units to track the price of Bitcoin, as measured at 4:00 P.M. New York
time using the Coin Metrics CMBI Bitcoin rate available at: https://cmbi-indexes.coinmetrics.io/cmbibtc
(“CMBI Bitcoin Index Price”), on each day on which such rate is published, less liabilities and expenses of
the Trust. There is a minimum investment of at least $25,000.00 (Twenty-Five Thousand Dollars). Capitalized terms used in this
Subscription Agreement and not otherwise defined shall have the meanings ascribed to them in the Confidential Private Placement
Memorandum Offering of Units in Osprey Bitcoin Trust dated May 18, 2021 (“Memorandum”).


 


In order to induce the Trust to accept
my offer, I advise you as follows:


 


(1)       MEMORANDUM.
Subscriber declares that it has carefully read, understands and agrees to abide by the terms set forth in the Memorandum, including
without limitation, (a) the terms of the Trust; (b) all other terms of the offering, including all risk factors, conflicts of interest,
tax considerations, transfer restrictions and other rights and obligations; and (c) the powers, duties and obligations of Osprey
Funds, LLC (“Sponsor”). Subscriber represents and warrants that the Sponsor has made available to Subscriber the opportunity
at a reasonable time prior to the date of this Subscription Agreement to ask questions of, and to receive answers from, the Sponsor
concerning this investment, and to obtain any additional information which the Sponsor had in its possession or was able to acquire
without unreasonable effort or expense that was necessary to verify the accuracy of the non-proprietary information in the Memorandum.
Subscriber has carefully considered and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting
and financial advisers the suitability of an investment in Units in light of its particular tax and financial situation and has
determined that such investment subscribed for by it hereunder is a suitable investment for it. Subscriber agrees to be bound by
the Memorandum and the Subscription Documents and has evidenced the foregoing by executing the relevant signature pages contained
herein. Subscriber further represents and warrants that it understands that the investment: (a) is not guaranteed and may lose
principal; and (b) is high risk and is not liquid.


 


(2)       RESTRICTED
SECURITIES. Subscriber represents and warrants that it understands that the Units are “restricted securities” that
cannot be resold without registration under the Securities Act or exemption therefrom, and that they are purchasing the Units for
investment purposes only and not with a view to resale.



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CONFIDENTIAL


 

(3)       ACCREDITED
INVESTOR.


 


I represent and warrant that I am
an “accredited investor” as defined in Rule 501 under the Securities Act as set forth in Exhibit A hereto:


 


For Individuals:


 


I am a natural person
who:


 


	 	○	Earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects
the same for the current year or has a net worth over $1 million, either alone or together with a spouse (excluding the value
of the person’s primary residence); or




 


	 	○	Is an investment professional (e.g., a licensed associated person of a broker-dealer or investment adviser).




 


For Entities:


 


	 	○	I am an entity meeting the definition of “accredited investor” as set forth in Exhibit A hereto.




 


(4)       PLAN
INVESTOR REPRESENTATIONS. Subscribers described in Statement (a), Statement (c) or Statement (d) below are referred to in this
Section 3 as “Plan Investors”.


 


(Check each of the three boxes
below that applies, and fill in any blanks in Statement (b) below if it applies.)


 


I (referred to hereinafter in this
Section 5 as the Subscriber) represent, warrant and agree as set forth below:


 


(a)       The
Subscriber is, or is acting on behalf of: (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA,
that is subject to Part 4 of Title I of ERISA; (ii) a “plan” within the meaning of Section 4975(e)(1) of the Code that
is subject to Section 4975 of the Code; or (iii) any other entity or account that is deemed under applicable law to hold the “plan
assets” described in (i) or (ii), within the meaning of ERISA and including the regulations promulgated thereunder.


 


(b)       If
the Subscriber checked the box and thereby answered “Yes” to Statement (a) above, based on subclause (iii) of Statement
(a) above (including, without limitation, insurance company general accounts), then the participation in the Subscriber (or the
entity on whose behalf the Subscriber is acting) by “benefit plan investors,” within the meaning of Section 3(42) of
ERISA, expressed as a percentage, is ____% the (“Current Percentage”), and the maximum percentage of participation
by “benefit plan investors” while the Subscriber holds an interest in the Trust, expressed as a percentage, will be
____%.


 


The Subscriber agrees to promptly
disclose any changes with respect to the Current Percentage, to promptly re-confirm such percentages at any time upon the request
of the



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CONFIDENTIAL


 

Trust or the Sponsor (or any other
person acting on behalf of the Trust or the Sponsor), and to provide such other information as may reasonably be requested by the
Trust or the Sponsor (or any other person acting on behalf of the Trust or the Sponsor) for purposes of determining whether or
not the Trust is holding “plan assets.”


 


(c)       The
Subscriber is, or is acting on behalf of, a “governmental plan” within the meaning of Section 3(32) of ERISA, a “foreign
plan,” or another plan or retirement arrangement that is not subject to Part 4 of Title I of ERISA and with respect to which
Code Section 4975 does not apply, or a partnership, limited liability company or other entity in which such Plan Investor holds
25% or more of the value of any class of equity interest in such entity or that is deemed to hold the assets of a Plan Investor
under ERISA.


 


(d)       The
Subscriber is, or is acting on behalf of, an entity or account described under 29 C.F.R. Section 2510.3-101(h) (such as, for example,
a group trust, a bank common or collective trust or certain insurance company separate accounts).


 


(e)       The
Subscriber is not investing in funds that constitute the assets of any of the above.


 


(f)        If
the Subscriber checked the box and thereby answered “Yes” to Statement (a), Statement (c) or Statement (d) above, then
the Investor hereby represents, warrants and agrees that:


 


(i.)       The
decision to invest assets of the Subscriber in the Trust was made by parties independent of the Sponsor and any placement agent,
which parties are duly authorized to make such investment decisions and who have concluded, after consideration of their fiduciary
duties under ERISA or the Code, that the investment of assets of the Subscriber in the Trust is prudent and have not relied on
any advice or recommendation of the Sponsor or any placement agent or any of their respective partners, members, employees, stockholders,
officers, directors, agents, representatives or affiliates;


 


(ii.)      None
of the Sponsor, any placement agent nor any of their respective employees, representatives, agents or affiliates have exercised
any discretionary authority or control with respect to the Subscriber’s investment in the Trust, nor have the Sponsor or
any placement agent or any of their respective partners, members, employees, stockholders, officers, directors, agents, representatives
or affiliates rendered individualized investment advice to the Subscriber based upon the Subscriber’s investment policies
or strategy, overall portfolio composition or diversification;


 


(iii.)     The
Subscriber has been informed of and understands the investment objectives and policies of the Trust; (x) the Subscriber is aware
of the provisions of Section 404 of ERISA or any similar provisions of applicable law governing the Subscriber (“Similar
Law”) relating to fiduciary duties, including any applicable requirement for diversifying the investments of an employee
benefit plan; (y) the Subscriber has given appropriate consideration to the facts



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CONFIDENTIAL


 

and circumstances relevant to the
investment by such Subscriber in the Trust and has determined that such investment is reasonably designed, as part of such Subscriber’s
portfolio of investments, to further the purposes of the relevant plan(s); and (z) the Subscriber’s investment in the Trust
is permissible under the documents governing the investment of its “plan assets” and under ERISA or Similar Law; and


 


(iv.)     The
terms of the Trust Agreement, including all exhibits and attachments thereto, do not contravene the terms of the Subscriber’s
governing instruments and applicable laws governing the Subscriber, and the Subscriber will promptly advise the Sponsor in writing
of any changes in any governing law or any regulations or interpretations thereunder affecting the duties, responsibilities, liabilities
or obligations of the Trust, the Sponsor or any of their respective partners, members, employees, stockholders, officers, directors,
agents or affiliates.


 


(5)       TITLE.


 


(Fill in the below.)


 


I will hold title to my interest as
follows:


 


	 	○	Individual/Joint Tenancy with Right Survivorship/Tenancy in Common



	 	○	Self-Directed IRA



	 	○	Entity: (corporation, trust, etc. – please specify below)




 


Note: Subscribers should seek
the advice of their attorneys in deciding in which of the above forms they should take ownership of the Units, since different
forms of ownership can have varying gift tax and other consequences, depending on the state of the investor’s domicile and
other particular personal circumstances. For example, in community property states, if community property assets are used to purchase
Units held in individual ownership, this might have adverse gift tax consequences.


 


IF OWNERSHIP IS BEING TAKEN WITH A SPOUSE
OR ANY OTHER PERSON, THEN THIS SUBSCRIPTION AGREEMENT AND THE POWER OF ATTORNEY MUST BE EXECUTED BY ALL SUCH PERSONS.


 


(6)       AGE,
CITIZENSHIP/RESIDENCY.


 


	 	○	I am a natural person who is at least twenty-one years old and a citizen and resident of the United States or an entity meeting
the definition of “U.S. person” set forth in Exhibit B hereto. Initial here: __________




 


	 	○	I am not a “U.S. person” as defined in Exhibit B, hereto; I am a foreign national or non-U.S. entity. I acknowledge
and agree to the following. Initial here:_______




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CONFIDENTIAL


 

	 	○	The delivery of the Memorandum and related offering documents (including this Subscription Agreement) shall not constitute an
offer to sell, or the solicitation of an offer to buy, Units of the Trust in any jurisdiction in which such offer or solicitation
is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.




 


	 	○	I shall be solely responsible for compliance with applicable tax obligations (other than those arising under the laws of the United
States for which the Sponsor shall remain responsible).




 


	 	○	The Sponsor, in its sole discretion, may refuse to accept my subscription for the Units for any reason, including without limitation,
advice of counsel on legal or regulatory risks of authorizing my purchase under this Subscription Agreement. In this regard, the
Sponsor or its agents may request from me such additional information as the Sponsor or its agents reasonably deem necessary or
advisable to comply with applicable law and regulation.




 


(7)       ADDITIONAL
REPRESENTATIONS, WARRANTIES AND AGREEMENTS.


 


(a)       I
understand that there may be no available public trading markets for the Units at any particular time, that an investment in the
Trust may be illiquid and that I may have to bear the economic risk of the investment for an indefinite period of time.


 


(b)       I
understand and agree this subscription is personal to me and that it may not be sold, transferred, assigned or otherwise disposed
of by me to any other person, except as permitted by the Trust. If the Subscriber is a corporation, partnership, trust or other
entity, I represent and warrant that the Subscriber is authorized to purchase and hold Units being subscribed for, that this Subscription
Agreement is a valid and binding obligation of the Subscriber and that the execution and delivery of this Subscription Agreement
and the performance of the obligations hereunder shall not contravene the organizational documents of the Subscriber or any law
or court or regulatory order or proceeding to which the Subscriber is subject.


 


(c)       Upon
acceptance by the Trust, my subscription shall be binding upon my heirs, executors, administrators, successors, and assigns, as
applicable.


 


(d)       I
may not withdraw my subscription offer. The Trust may reject my subscription offer for any reason or for no reason (including without
limitation know-your-customer concerns or know-your-transaction concerns, and it may unwind my subscription due to know-your -transaction
concerns arising after settlement), and my subscription shall only become effective when accepted by the Trust in writing, and
when the Trust has received payment of the purchase price for the Units being purchased hereunder in form and amount acceptable
to the Trust. In the event the Trust unwinds my transaction after settlement due to know-your-transaction concerns, I will bear
the sole risk of loss.



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CONFIDENTIAL


 

(e)       My
declarations, representations and warranties herein are accurate, complete and not misleading, and I will promptly notify the Trust
of any changes in the information I have provided.


 


(f)       I
have read and understand the Osprey Funds Privacy Policy set forth as Exhibit C hereto. I understand and agree that, although
the Trust will use its reasonable efforts to keep the information provided herein confidential, the Trust may present any
portion of this Subscription Package and any of the information provided in it to such parties as it may deem advisable if
any such portion or information is or becomes relevant to any action, suit or proceeding involving the Trust or the Sponsor
or to inquiry by any legal, regulatory or self-regulatory authority.


 


(8)       INDEMNITY.
Subject to applicable law, Subscriber agrees that it will indemnify and hold harmless the Trust, the Sponsor and their respective
affiliates from and against any and all direct and consequential loss, damage, liability, claim, cost or expense (including reasonable
attorneys’ and accountants’ fees and disbursements, whether incurred in an action between the parties hereto or otherwise,
and including any liability which results directly or indirectly from the Trust, the Sponsor or their respective affiliates becoming
subject to ERISA or Section 4975 of the Code) (collectively, “Losses”) which the Trust, the Sponsor or any such
affiliate may incur by reason of or in connection with the Subscription Documents, including any misrepresentation made by Subscriber
or any of Subscriber’s agents (including, but not limited to, any misrepresentation of Subscriber’s status under ERISA
or the Code), any breach of any declaration, representation or warranty of Subscriber, the failure by Subscriber to fulfill any
covenants or agreements under the Subscription Documents, its or their reliance on email or other instructions, or the assertion
of Subscriber’s lack of proper authorization to execute and perform the obligations under the Subscription Documents. Subscriber
also agrees that it will indemnify and hold harmless the Trust, the Sponsor and their respective affiliates from and against any
and all direct and consequential Losses that they or any one of them, may incur (a) as provided in this Section (9) and (b) by
reason of, or in connection with, the failure by Subscriber to comply with any applicable law, rule or regulation having application
to the Trust, the Sponsor or their respective affiliates. Subscriber shall reimburse each indemnified party for its legal and other
expenses (including the cost of any investigation and preparation) as they are incurred. The reimbursement and indemnity obligations
of Subscriber under this paragraph shall survive the date of admission to the Trust applicable to Subscriber and shall be in addition
to any liability that Subscriber may otherwise have (including, without limitation, liabilities under the Trust Agreement), and
shall be binding upon and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal
representatives of the indemnified parties. Notwithstanding any provision of this Subscription Agreement, Subscriber does not hereby
waive any rights granted to it under the Trust Agreement or applicable securities laws.


 


(9)       GOVERNING
LAW. The Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of New York, without giving effect to the principles of conflicts of law thereof. For the purpose of any judicial proceeding to
enforce an



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CONFIDENTIAL


 

award incidental to arbitration or
to compel arbitration, Subscriber and Sponsor hereby submit to the non-exclusive jurisdiction of the Supreme Court of the State
of New York, New York County, or the United States District Court for the Southern District of New York, located in New York, New
York, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by
registered mail addressed to it at the applicable address set forth herein.


 


(10)     ANTI-MONEY
LAUNDERING. Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well
as the Trust and Sponsor’s own internal anti-money laundering policies, the Trust and the Sponsor may require further identification
of Subscriber and the source of its subscription amount before the Subscription Agreement can be processed, subscription amounts
can be accepted or distributions made. The Trust, the Sponsor and their respective Affiliated Persons shall be held harmless and
indemnified against any Loss arising as a result of a failure to process the Subscription Agreement if such information has been
required by the parties referred to and has not been satisfactorily provided by Subscriber. Subscriber represents that all subscription
amounts transferred to the Trust or Sponsor originated directly from a bank or brokerage account in the name of Subscriber. Subscriber
represents and warrants that acceptance by the Sponsor or Trust of the Subscription Agreement, together with acceptance of the
appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering. Specifically,
Subscriber represents and warrants that all evidence of identity provided is genuine and all related information furnished and
to be furnished is accurate.


 


(11)     ARBITRATION.
Except as to any claims with respect to enforcement of an arbitration award or as to any claims brought under the federal securities
laws, any controversy, claim or dispute arising out of, or relating to, the Subscription Documents or the breach thereof, or regarding
the interpretation thereof, shall be solely and exclusively settled by binding arbitration conducted in New York, New York in
accordance with the rules of the American Arbitration Association then in effect before a single arbitrator appointed in accordance
with such rules and applying the laws of the State of New York. Judgment upon any award rendered therein may be entered and enforcement
obtained thereon in any court having jurisdiction. The arbitrator shall have authority to grant any form of appropriate relief
(other than punitive damages), whether legal or equitable in nature, including specific performance. Subscriber agrees to abide
by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final
and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.


 


(12)     COSTS.
If any legal action or any arbitration or other proceeding is brought for the enforcement of the agreement represented by the
Subscription Documents or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions
of the Subscription Documents, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’
fees and other costs incurred in that action or proceedings, in addition to any



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CONFIDENTIAL


 

other relief to which they may be
entitled, provided, however, that this paragraph shall not apply to legal actions, arbitrations or other proceedings
brought under the federal securities laws.


 


(13)     SEVERABILITY.
If any provision of the Subscription Documents is invalid or unenforceable under any applicable law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to confirm to such applicable
laws. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or
enforceability of any other provisions hereof, and to the extent the provisions hereof, shall be severable.


 


(14)     COUNTERPARTS.
The Subscription Documents may be executed in one or more counterparts (including by facsimile and other electronic means), each
of which when executed and delivered shall be an original and all of which taken together shall constitute one and the same instrument.
The Subscription Documents, 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.


 


(15)     ELECTRONIC
DELIVERY OF DISCLOSURES. If Subscriber has provided an email address to the Trust (or Sponsor), Subscriber agrees that each
of the Sponsor and the Trust, at its election, may send Subscriber required and non-required disclosures and other information
to the Subscriber’s email address. If Subscriber changes its email address, it will promptly notify the Trust in writing
of its new email address. The foregoing consent will continue unless revoked by Subscriber by notifying the Trust in writing.


 


(16)     NOTICES.
Except as otherwise specifically provided in the Subscription Documents, all notices, required or permitted to be given pursuant
to the Subscription Documents shall be in writing, given in person, by mail (postage prepaid), by overnight courier, or by confirmed
email or confirmed facsimile, and any such notice shall be effective when delivered at the address or email address specified
by the intended recipient below (or at such other address as such recipient may designate from time to time by written notice
to the other parties), and with it being agreed that electronic signature (e.g., PDF email) shall have the same force and
effect as an original signature for all notice purposes.


 


[Signatures follow]



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CONFIDENTIAL


 

OSPREY BITCOIN TRUST


SUBSCRIPTION AGREEMENT SIGNATURE


 


Select your method of investment:


 


	 	○	CASH SUBSCRIPTION*	 	 	 
	 	Subscribing with U.S. Dollars	U.S. Dollar Amount	 $__________
	 	 	 	 
	 	○	IN-KIND SUBSCRIPTION*	 	 	 
	 	Subscribing with Tokens	  Quantity of BTC Tokens	 ___________


 


WIRING TO THE TRUST. Set forth
below are the instructions for wiring cash to the Trust: Please do not send wire until authorized by the Sponsor.


 


	Account Title:	OSPREY BITCOIN TRUST




 


	Account Address:	520 White Plains Road

Suite 500

Tarrytown, NY 10591









 


	Bank Name:	Signature Bank




 


	Routing Number/ABA:	026013576




 


	Swift:	SIGNUS33XXX




 


	Bank Address:	565 Fifth Avenue

New York NY 10017






 


	Account Number:	1503981935




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FOR COMPLETION BY SUBSCRIBERS WHO
ARE ANY OF THE FOLLOWING


 


	 	1)	Natural Persons (i.e., individuals and revocable grantor trusts);



	 	2)	Entities (i.e., corporations, partnerships, limited liability companies, trusts or other entities);



	 	3)	Self-Directed IRAs




 


IN WITNESS WHEREOF, the parties hereto
have caused this Subscription Agreement to be executed and delivered, and have caused it to become effective, as of the date of
execution by or on behalf of Osprey Bitcoin Trust, below, following execution by the Subscriber hereunder, subject in all events
to acceptance by the Trust and to the receipt by the Trust of payment of the purchase price for the Units being purchased hereunder
in form and amount acceptable to the Trust.


 


All Investors:


 


Tax ID (SSN, TIN, or equivalent):                                                                                           


 


Street Address:                                                                                                                        


 

	City: 	                    	 State/Province: 	                                   	 Zip: 	 	 Country: 	 




 


Email:                                                                          Phone
Number:                            


 


	Subscriber Name: 	 




 


	Signature: 	 	 Date: 	                                    




 


	Name of Signer: 	 	 Title: 	                                    




 


If signing on the investor’s
behalf as an authorized signatory, please attach proof of authorization.


 


	Authorized Signature Name: 	 	 Title: 	                                    




 


	Authorized Signature: 	 	 Date: 	                                    




 


	Co-Subscriber Name: 	 




 


	Co-Subscriber Signature: 	 	 Date: 	                                    




 


	Read and Approved By: 	 	 Date: 	                                    






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Additional Contact Details


 


	First	Last	Email
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Accepted and agreed to as of the date
written below:


 


OSPREY BITCOIN TRUST


 





	By: 	 	 	Date:	 
	 	Name: Gregory King
	 	Title: CEO, Osprey Funds, LLC, as Sponsor to the Osprey Bitcoin Trust




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IF OWNERSHIP IS BEING TAKEN WITH A SPOUSE OR ANY OTHER PERSON,
THEN THIS POWER OF ATTORNEY AND THE SUBSCRIPTION AGREEMENT MUST BE EXECUTED BY ALL SUCH PERSONS.


 


POWER OF ATTORNEY


 


To the maximum extent permitted by
applicable law, the undersigned hereby constitutes, appoints and grants each of (a) Osprey Bitcoin Trust, a Delaware Trust (the
“Trust”), (b) Osprey Funds, LLC, as sponsor of the Trust, and each other person or entity who is or hereafter
becomes a sponsor of the Trust, in each case only for so long as such person or entity continues to be a sponsor of the Trust (collectively,
the “Sponsor”), and (c) each person or entity who is or hereafter becomes a manager of the Sponsor, in each
case only for so long as such person or entity continues to be a manager of the Sponsor, with full power to act, with or without
others, as the undersigned’s true and lawful representative, agent and attorney-in-fact (each, an “Attorney-in-Fact”),
in the undersigned’s name, place and stead, to make, execute, sign, acknowledge, swear to, verify, deliver, record, file
and/or publish) the following:


 


	 	1.	Any certificate of trust or other form or filing required in connection with the formation or registration of the Trust, a trust
in which the Sponsor is the sponsor and in which the undersigned is a unitholder, and any formation certificates or documents
for any alternative investment vehicle (each, an “AIV”) relating to the Trust, including, without limitation,
any partnership agreement, operating agreement, shareholders’ agreement or similar governing document;




 


	 	2.	The Second Amended and Restated Declaration of Trust and Trust Agreement of Osprey Bitcoin Trust, dated as of November 1, 2020
(as it may be further amended, modified and/or restated from time to time in accordance with its terms, the “Trust Agreement”);




 


	 	3.	Any amendment, restatement, waiver or other modification duly enacted pursuant to the terms of the Trust Agreement, and all instruments
and documents that may be necessary or desirable to effectuate an amendment, restatement, waiver or other modification so approved;




 


	 	4.	Any document to admit or cause the undersigned to be admitted as a unitholder of the Trust or any AIV;




 


	 	5.	Any amendment to, modification to, restatement of or cancellation of the certificate of trust or AIV document described in clause
1 above;




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	 	6.	All instruments, deeds, agreements, documents and certificates that may from time to time be required by any law to effectuate,
implement and continue the valid and subsisting existence of the Trust and/or any AIV;




 


	 	7.	All instruments, deeds, agreements, documents and certificates that may be necessary or advisable to effectuate the dissolution,
liquidation, winding-up and termination of the Trust and/or any AIV or admit any additional partners or members thereto, except
where such action requires the express approval of the unitholders under the Trust Agreement; and




 


	 	8.	Such other documents, deeds, agreements or instruments as may be required under the laws of any state, the United States or any
other jurisdiction in connection with the activities of the Trust.




 


The undersigned hereby empowers each
Attorney-in-Fact acting pursuant hereto to determine in its sole discretion the time when, purpose for and manner in which any
power herein conferred upon it shall be exercised, and the conditions, provisions and covenants of any instruments or documents
that may be executed by it pursuant hereto; provided that the agency and powers of attorney granted herein shall only be
exercised in accordance with the Trust Agreement and clauses 1 through 8 above.


 


The agency and powers of attorney
granted herein are coupled with an interest in favor of the Sponsor and each manager of the Sponsor and as such (a) shall be irrevocable
and continue in full force and effect notwithstanding the subsequent death, incompetency, incapacity, disability, insolvency or
dissolution of the undersigned, regardless of whether the Trust, the Sponsor or any manager of the Sponsor has notice thereof,
and (b) shall survive the delivery of an assignment by the undersigned of the whole or any portion of the undersigned’s interest
in the Trust, except that if the assignee thereof has been approved for admission to the Trust as a substitute unitholder, this
agency and power of attorney given by the assignor shall survive the delivery of the assignment for the sole purpose of enabling
the Sponsor to execute, acknowledge and file any instrument necessary to effect the substitution. The agency and powers of attorney
granted herein shall not be deemed to constitute a written consent of the undersigned for purposes of Section 10.1 of the Trust
Agreement. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Trust Agreement.


 


This power of attorney shall be governed
and construed in accordance with the laws of the State of New York.



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IF OWNERSHIP IS BEING TAKEN WITH
A SPOUSE OR ANY OTHER PERSON, THEN THIS POWER OF ATTORNEY AND THE SUBSCRIPTION AGREEMENT MUST BE EXECUTED BY ALL SUCH PERSONS.


 


FOR COMPLETION BY SUBSCRIBERS WHO
ARE ANY OF THE FOLLOWING:


 


	 	1)	NATURAL PERSONS (i.e., individuals and revocable grantor trusts);



	 	2)	NOT NATURAL PERSONS (i.e., corporations, partnerships, limited liability companies, trusts or other entities);



	 	3)	SELF-DIRECTED IRA




 


IN WITNESS WHEREOF, the undersigned
has executed and delivered this power of attorney on the date set forth below.


 


All Investors:


 


Tax ID (SSN, TIN, or equivalent):                                                                               


 


Street Address:                                                                                                         


 


	City: 	                    	 State/Province: 	                                   	 Zip: 	 	 Country: 	 




 


Email:                                                                          Phone
Number:                            


 


	Subscriber Name: 	 




 


	Signature: 	 	 Date: 	                                    




 


	Name of Signer: 	 	 Title: 	                                    




 


If signing on the investor’s
behalf as an authorized signatory, please attach proof of authorization.


 


	Authorized Signature Name: 	 	 Title: 	                                    




 


	Authorized Signature: 	 	 Date: 	                                    




 


	Co-Subscriber Name: 	 




 


	Co-Subscriber Signature: 	 	 Date: 	                                    




 


	Read and Approved By: 	 	 Date: 	                                    





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OSPREY FUNDS INVESTMENT PRODUCT IN-KIND
INFORMATION FORM


 


This Osprey Funds Investment Product
In-Kind Information Form (this “Form”) is for a prospective subscriber (the “Subscriber”)
requesting to contribute their own digital asset tokens to an Osprey Funds Investment Product (an “In-Kind Subscription”).
The information in this Form will be used by Osprey Funds, LLC (“Osprey”) to populate portions of any transaction
documents, including, but not limited to, performing Anti-Money Laundering (AML) and Know-Your-Customer (KYC) compliance as required
by applicable law, rule or regulation, or as required by Osprey’s policies and procedures, which may also include the use
of blockchain analytics tools.


 


	Name of digital asset tokens being contributed: 	 




 


	Quantity of digital asset tokens being contributed: 	 




 


	Sending Address: 	 




 


	Sending Custodian: 	 




(Name of the wallet provider or exchange)


 


Describe how the digital asset tokens
were acquired (e.g., name of the exchange, or OTC trading desk, name of the lender or acquisition source). Please provide
all applicable details:


 


 


 


Osprey does not
permit third-party transfers. Please confirm you are the owner and will be the transferor of the digital asset tokens:


 


YES:  ¡       NO:  ¡



    	 



    	 



    

CONFIDENTIAL


 

IN-KIND SUBSCRIPTION REPRESENTATION LETTER


 


Date


 


Osprey Funds, LLC.


520 White Plains Road


Tarrytown, New York 10591


Attn: [     ]


 


Re: In-Kind Subscription for Osprey Bitcoin Trust


 


Ladies and Gentlemen:


 


On behalf of the Subscriber, this
letter (this “Letter”) is provided in connection with the Subscriber requesting to contribute their own digital
asset tokens to the Osprey Bitcoin Trust, a Delaware statutory trust sponsored by Osprey Funds, LLC (“Osprey”).


 


In connection with the foregoing,
as of the date hereof, the Subscriber represents and warrants to Osprey that:


 


	1.	The Diligence Materials are true, accurate, and complete in all respects;




 


	2.	It has no knowledge of any past, present, or pending proceeding, investigation, or legal action against Subscriber in connection
with any aspect of its business by any government agency, self-regulatory organization, department, regulatory, legal or supervisory
body in any jurisdiction, except as disclosed in the Diligence Materials;




 


	3.	The Subscriber will defend, indemnify, and hold harmless Osprey and each of its respective past, present, and future employees,
officers, directors, contractors, consultants, equity holders, parent companies, subsidiaries, affiliates, attorneys, agents,
representatives, predecessors, successors, and assigns (individually and collectively, the “Indemnified Parties”),
from and against all actual or alleged Claims and Damages that are caused by, arise out of, or are related to: (a) the Subscriber’s
breach (or alleged breach) of this Letter, including without limitation any noncompliance with, inaccuracy of or misrepresentation
in any representation, warranty, or covenant of the Subscriber; (b) the Subscriber’s violation of the rights of any third
party or violation of Applicable Law or (c) any negligence, intentional misconduct or act or omission of Subscriber or its employees,
agents, contractors or representatives; and




 


	4.	The Subscriber will not settle any Claim without the Indemnified Parties’ prior written consent provided also that (a) the
Indemnified Parties may approve the choice of counsel (which shall not be unreasonably withheld) and (b) if there is any delay
in the defense of the Claim by the Subscriber or any other reason where any of the Indemnified Parties would be materially prejudiced
by control of the defense, Osprey may assume the control of the defense at Osprey’s sole cost.




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CONFIDENTIAL


 

DEFINITIONS: The following
words and terms shall have the following meanings:


 


“Applicable Law”
means any applicable law or legal requirement including without limitation, any federal, state, local, municipal, provincial, or
other law, statute, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any governmental body, including but not limited to applicable
anti-money laundering, money service business, money transmission, data privacy and securities laws.


 


“Claim” means
any third-party action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative
or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before,
or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel.


 


“Damages” means
any liabilities, damages, diminution in value, payments, obligations, losses, costs and expenses, fines, security or other remediation
costs, penalties (including any regulatory investigation or third-party subpoena costs, reasonable attorneys’ fees, court
costs, expert witness fees, and other expenses of litigation), and judgments (at law or in equity) of any nature.


 


“Diligence Materials”
means all information, financial information, technical specifications, and legal analysis, and other information about the Subscriber
furnished by Subscriber in connection with Osprey onboarding the Subscriber in connection with the In-Kind Subscription.


 


	Subscriber Name: 	 




 


Signature:                                                                                    Date:
                                  


 


Name of Signer:                                                                                      Title:
                              


If signing on the subscriber’s
behalf as an authorized signatory, please attach proof of authorization



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CONFIDENTIAL


 

Additional Documents Checklist


 


For Individuals:


	Document	Attach Documents here
	Government Issued Photo ID (e.g., Driver’s license, passport, etc.)	 
	Proof of Address (Bank statement or utility bill dated within last 12 months).	 
	
        Tax Document


○    Attach
        W-9, W-8BEN, W-8 ECI or applicable Tax Document


○    Complete
        electronic W-9

         
	 
	
        Authorized Signatory: Proof of Authorization


(Required if an authorized signatory is signing the subscription
        document on behalf of the investor)

         
	 
	
        Accreditation Verification – please complete one of
        the following:

         
	 
	
        Professional Certification – CRD #
        ____________________________________________________


Current Member Firm _______________________________________________________________

         

	
        Net Worth – Should
        your net worth exceed $1,000,000, excluding your primary residence, you can satisfy this requirement by providing a statement of
        assets (bank/brokerage statements, tax assessments, third-party appraisals) and a credit report evidencing liabilities, both dated
        within the past 90 days.

         

        If you have chosen to demonstrate
        your accredited investor status with net worth, please select which type of document you will be attaching

         

        ○    Third
        Party/Form of Individual Accreditation Verification


○    Statement
        of Assets AND Credit Report which can be requested here.

         

	
        Income – If your
        income has exceeded $200,000 individually for the past two years, or $300,000 jointly with a spouse, with a reasonable expectation
        of reaching the same income level for this year, you can satisfy this requirement by providing copies of any IRS form that reports
        income such as W-2s, 1099s, K-1s, 1040, etc.

         

        If you have chosen to demonstrate
        your accredited investor status with income, please select which type of document you will be attaching


○    W2
        statements for the last 2 years


○    Any
        IRS (or Foreign government) form that reports income, eg,1040/K-1


○    Third
        Party/Form of Individual Accreditation Verification.









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CONFIDENTIAL


 

Additional Documents Checklist


 


For Entities:


	Document	Attach Documents here
	Entity Formation Documents (e.g., Articles of Incorporation, Trust Formation, Certification, etc.)	 
	Proof of Address (Bank statement or utility bill dated within last 12 months).	 
	Authorized Signatory:  Government Issued ID	 
	
        Tax Document


○    Attach
        W-9, W-8BEN-E, W-8 ECI or applicable Tax Document


○    Complete
        electronic W-9

         
	 
	
        Proof of Accreditation


Upload supporting documents; choose from
        the following:


○    Statement
        of Assets


○    Current
        Balance Sheet


○    Tax
        Form


○    Other


○    Third
        Party – Have a 3rd party licensed attorney, CPA, investment adviser, or financial representative at a broker-dealer complete
        a Form of Individual Accreditation Verification


	 




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CONFIDENTIAL


 

EXHIBIT A


 


DEFINITION OF ACCREDITED INVESTOR


 


Accredited
investor generally means any person who comes within any of the following categories, or who the Trust reasonably believes
comes within any of the following categories, at the time of the sale of the securities to that person:


 


	·	A bank, insurance company, registered investment company, business development company, or small business investment company




 


	·	an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or
registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million




 


	·	a tax-exempt charitable organization, corporation or partnership with assets in excess of $5 million




 


	·	a director, executive officer, or general partner of the company selling the securities




 


	·	an enterprise in which all the equity owners are accredited investors




 


	·	an individual with a net worth of at least $1 million, not including the value of his or her primary residence




 


	·	an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse exceeding
$300,000 for those years and a reasonable expectation of the same income level in the current year;




 


	·	an individual investment professional, such as a licensed associated person of a broker-dealer or investment adviser, or a certified
financial planner; or




 


	·	a trust with assets of at least $5 million, not formed only to acquire the securities offered, and whose purchases are directed
by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of the prospective investment.




    	 



    	 



    
CONFIDENTIAL


 


EXHIBIT B


 


DEFINITION OF U.S. PERSON


 


U.S. person.


 


(1) “U.S. person”
means:


 


(i) Any natural person
resident in the United States;


 


(ii) Any partnership
or corporation organized or incorporated under the laws of the United States;


 


(iii) Any estate of
which any executor or administrator is a U.S. person;


 


(iv) Any trust of which
any trustee is a U.S. person;


 


(v) Any agency or branch
of a foreign entity located in the United States;


 


(vi) Any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;


 


(vii) Any discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if
an individual) resident in the United States; and


 


(viii) Any partnership
or corporation if:


 


(A) Organized or incorporated
under the laws of any foreign jurisdiction; and


 


(B) Formed by a U.S.
person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.


 


(2) The following are
not “U.S. persons”:


 


(i) Any discretionary
account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or
other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;


 


(ii) Any estate of
which any professional fiduciary acting as executor or administrator is a U.S. person if:


 


(A) An executor or
administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the
estate; and


 


(B) The estate is governed
by foreign law;


 


(iii) Any trust of
which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment
discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S.
person;



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CONFIDENTIAL


 

(iv) An employee benefit
plan established and administered in accordance with the law of a country other than the United States and customary practices
and documentation of such country;


 


(v) Any agency or branch
of a U.S. person located outside the United States if:


 


(A) The agency or branch
operates for valid business reasons; and


 


(B) The agency or branch
is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively,
in the jurisdiction where located; and


 


(vi) The International
Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension plans.


 


(l) United States.
“United States” means the United States of America, its territories and possessions, any State of the United States,
and the District of Columbia.



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CONFIDENTIAL


 

EXHIBIT C


 


OSPREY FUNDs, LLC


 


(“Osprey Funds”)


 


PRIVACY POLICY NOTICE


 


As an investor in trusts sponsored
by Osprey Funds (“Trusts”) we are required by United States federal law to inform you of the policies and practices
of Osprey Funds regarding privacy, such as how we collect, share, and protect your personal information. These policies apply to
individuals and self-direct IRAs only and may be changed at any time, provided a notice of the change is given to you. If we make
certain changes, the laws in some states allow you to restrict our ability to share your personal information.


 


Your
personal information that we have collected (and may disclose as described herein), such as name and address, social security
number, date of birth, assets and income information and information about the value of your investment and transactions with
the Trusts , has come from (i) the investor application (including an online application) and related documents you have submitted
even if you have not completed or submitted the application, (ii) written and email correspondence and conversations you have
had with our representatives, (iii) transactions that have been executed, (iv) unaffiliated third-party service providers to verify
your identity, prevent fraud or other purposes permitted by law, and (v) from our website or mobile applications through the use
of cookies, web beacons and other technologies (more information is available on our website at https://www.ospreyfunds.io/privacy-policy.
We may combine the information gathered from these and other sources. We will treat the information
we collect in accordance with this policy. If you do not wish to provide information to us, we may not be able to provide you
with certain products and services.


 


We disclose nonpublic personal
information about our clients, former clients and prospective clients to (i) affiliates of Osprey Funds to service your account,
improve our services to you and/or provide you with information on our products and services and (ii) non-affiliated persons who
need to know the information to enable us to provide services to you (including processing transactions in connection with providing
such services and maintaining your account), such as to our attorneys, accountants, auditors and other service providers to Trusts
and/or Osprey Funds, and as permitted by law. We will also release information about you if you direct us to do so or if we’re
required to do so by law.


 


We seek to safeguard your private
information and, to that end, restrict access to nonpublic personal information about you to those employees and other persons
who need to know the



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CONFIDENTIAL


 

information to provide services.
We maintain physical, electronic and procedural safeguards which are designed to protect your nonpublic personal information that
we collect from you. Although we strive to protect your non-public personal information, Osprey Funds cannot ensure or warrant
the security of any information you provide or transmit to us or our or the service providers, and you do so at your own risk.


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