Exhibit 10.25


 


BITGO CUSTODIAL SERVICES
AGREEMENT


 


This Custodial Services
Agreement (the “Agreement”) is made as of the later date of the signatures below (the “Effective Date”)
by and between:


 


____________________________________________________________________________
a [____________________________] [____________________________________] (“Client”) and BitGo Trust Company,
Inc., a trust company duly organized and chartered in South Dakota, (“Trust Company”). This Agreement governs
Client’s use of the Custodial Services and the Wallet Services (each as defined below, and collectively, the
“Services”) provided or made available by Trust Company.


 


1. SERVICES.


 


1.1.
Custodian.


 


Trust Company through
the “Custodial Services” enables Client to create one or more custody accounts (each a “Custodial Account”),
controlled and secured by Trust Company in accordance with this Agreement, to store certain supported digital currencies and digital
tokens (“Digital Assets”) or certain fiat currencies such as Dollars or Euros (“Fiat Currency”). Trust
Company is a trust company under § 51-A of the South Dakota Banking Law and is licensed to act as custodian of Client’s
Digital Assets on Client’s behalf.


 


1.2.
Wallet Software and Non-Custodial Wallet Service.


 


Trust Company also
provides Client with the option to create non-custodial wallets that support certain Digital Assets via an API and web interface
(“Wallet Services”). Wallet Services are provided by BitGo, Inc, an affiliate of Trust Company (“BitGo Inc.”).
Wallet Services provide access to wallets where BitGo Inc. holds a minority of the keys, and Client is responsible for holding
a majority of the keys (“Client Keys”).


 


1.3.
Fiat Services.


 


	(A)	Client may elect to store Fiat Currency with Trust Company (“Fiat Services”). Trust
Company has no right, interest, or title in such Fiat Currency. Trust Company hereby confirms that the Fiat Currency is not an
asset on the balance sheet of Trust Company.



 


	(B)	Trust Company will hold any Fiat Currency received by Trust Company on behalf of Client, at Trust
Company’s discretion, in one or more omnibus bank accounts (“Omnibus Account”), at depository institutions (a
“Bank”) or in money market accounts (“Money Market Account”). Each Omnibus Account shall be in the name
of Trust Company for the benefit of Client and shall be maintained separately and apart from Trust Company’s business, operating,
and reserve accounts. Each Omnibus Account constitutes a banking relationship between Trust Company and Bank and shall not constitute
a custodial relationship between Trust Company and Bank and does not create or represent any relationship between Client and any
Bank. Likewise, any Money Market Account shall be in the name of Trust Company and shall be maintained separately and apart from
Trust Company’s business, operating, and reserve accounts. Such Money Market Accounts constitute an investment account between
Trust Company and the asset management firm of such Money Market Account and do not create or represent any relationship between
Client and any asset management firm.



 




    


     


    

 


	(C)	Client acknowledges and agrees that Trust Company may hold some or any portion of Fiat Currency
in accounts that may or may not receive interest or other earnings. Client hereby agrees that the amount of any such interest or
earnings attributable to such Fiat Currency may be retained by Trust Company as additional consideration for its services. In addition,
Trust Company may receive earnings or compensation for an Omnibus Account or Money Market Account either in the form of services
provided at a reduced rate, the payment of any shareholder service fees, or similar compensation. Client agrees that any such compensation
shall be retained by Trust Company and no portion of any such compensation shall be paid to or for Client.



 


1.4. API
Access.


 


	(A)	Most Services are provided through https://www.bitgo.com/ or any associated websites or application
programming interfaces (“APIs”) (collectively, the “Company Site”). Client may elect to utilize the APIs
either directly or indirectly within an independently developed application (“Developer Application”).



 


	(B)	All API-based services are subject to usage limits. If Client exceeds a usage limit, Trust Company
may provide assistance to seek to reduce Client usage so that it conforms to that limit. If Client is unable or unwilling to abide
by the usage limits, Client will order additional quantities of the applicable Services promptly upon request or pay Trust Company’s
invoices for excess usage.



 


1.5. Fees.


 


The fees associated
with the Services shall be calculated, invoiced and paid in accordance with Schedule A (“Fee Schedule”). Trust Company
reserves the right to revise its Fee Schedule at any time following the Initial Term, provided that Trust Company will provide
Client with at least 30 days’ advance notice of any such revision. Within such 30-day period, Client may terminate the Agreement
in accordance with Section 4.10(A) of this Agreement and discontinue the Custodial Services hereunder at no additional charge to
Client.


 


1.6. No
Investment Advice or Brokerage.


 


Trust Company does
not provide investment, tax, or legal advice, nor does Trust Company broker transactions on Client’s behalf. Client acknowledges
that Trust Company has not provided and will not provide any advice, guidance or recommendations to Client with regard to the suitability
or value of any Digital Assets, and that Trust Company has no liability regarding any selection of a Digital Asset that is held
by Client through Client’s Custodial Account and the Custodial Services or the Wallet Services. All deposit and withdrawal
transactions are executed based on Client’s instructions, and Client is solely responsible for determining whether any investment,
investment strategy, or related transaction involving Digital Assets is appropriate for Client based on Client’s investment
objectives, financial circumstances, and risk tolerance. Client should seek legal and professional tax advice regarding any transaction.


 




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1.7. Acknowledgement
of Risks.


 


	(A)	Client acknowledges that Digital Assets are not covered by the Federal Deposit Insurance Corporation,
the Securities Investor Protection Corporation or any other governmental, quasi-governmental, regulatory or industry-backed insurance
or protection program of any kind.



 


	(B)	Client acknowledges that using Digital Assets and any related networks and protocols, involves
serious risks. It is Client’s duty to learn about all the risks involved with Digital Assets and any related protocols and
networks. Trust Company makes no representations or warranties regarding the value of Digital Assets or the security or performance
of any related network or protocol.



 


2.
CUSTODIAL ACCOUNT.


 


2.1.
Registration.


 


To use the Custodial
Services, Client must create a Custodial Account by providing Trust Company with all information requested. Trust Company may,
in its sole discretion, refuse to allow Client to establish a Custodial Account, or limit the number of Custodial Accounts.


 


2.2.
General.


 


The Custodial Services
allow Client to deposit supported Digital Assets from a public blockchain address Client controls to Client’s Account, and
to withdraw supported Digital Assets from Client’s Custodial Account to a public blockchain address Client controls, in each
case, pursuant to instructions Client provides through the Company Site (each such transaction is a “Custody Transaction”).
The Digital Assets stored in Client’s Custodial Account are not commingled with other Digital Assets without express action
taken by Client and are held in custody pursuant to the terms of this Agreement. Trust Company reserves the right to refuse to
process or to cancel any pending Custody Transaction: as required by Applicable Law; to enforce transaction, threshold, and condition
limits; or if Trust Company reasonably believes that the Custody Transaction may violate or facilitate the violation of any applicable
law, regulation or rule of a governmental authority or self-regulatory organization. Trust Company cannot reverse a Custody Transaction
which has been broadcast to a Digital Asset network. As used in this Agreement, “Applicable Law” means any applicable
statute, rule, regulation, regulatory guideline, order, law, ordinance or code; the common law and laws of equity; any binding
court order, judgment or decree; any applicable industry code, rule, guideline, policy or standard enforceable by law (including
as a result of participation in a self-regulatory organization), and any official interpretations of any of the foregoing.


 




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2.3.
Custodial Instructions.


 


Trust Company acts
upon instructions (“Instructions”) given by Client or Client’s authorized representatives (“Authorized
Person”) that are received and verified by Trust Company in accordance with its procedures and this Agreement. Instructions
shall continue in full force and effect until cancelled or executed. If any Instructions are ambiguous or conflicting, Trust Company
shall refuse to execute such Instructions until any ambiguity or conflict has been resolved. Trust Company may refuse to execute
Instructions if in Trust Company’s opinion such Instructions are outside the scope of its duties under this Agreement or
are contrary to any Applicable Law. Trust Company may rely in the performance of its duties under this Agreement and without liability
on its part, upon any Instructions believed by it in good faith in accordance with Trust Company’s verification procedures
to be given by an Authorized Person and upon any notice, request, consent, certificate or other instrument believed by it in good
faith to be genuine and to be signed or furnished by an Authorized Person. Trust Company does not guarantee the identity of any
user, receiver, requestee, or other party to a Custody Transaction. Client must verify all transaction information prior to submitting
Instructions to Trust Company. Client is responsible for losses and liabilities resulting from inaccurate Instructions (e.g., if
Client provides the wrong destination address to Trust Company for executing a withdrawal transaction).


 


2.4. Digital
Asset Deposits and Withdrawals.


 


Client must manage
and keep secure any and all information or devices associated with deposit and withdrawal verification procedures, including YubiKeys
and passphrases or other security or confirmation information (see Section 4.5). Trust Company reserves the right to charge network
fees (a.k.a. miner fees) to process a Digital Asset transaction on Client’s behalf. Trust Company will notify Client of the
network fee at or before the time Client authorizes the transaction.


 


2.5. Digital
Asset Access Time.


 


	(A)	Trust Company requires up to 24 hours (excluding weekends and federal holidays) between any request
to withdraw Digital Assets from Client’s Custodial Account and submission of Client’s withdrawal to the applicable
Digital Asset network. Client acknowledges and agrees that a Custody Transaction facilitated by Trust Company may not be withdrawn
upon less than 24 hours’ notice to Trust Company. Such notice shall be initiated from Client’s Custodial Account. The
time of such request shall be considered the time of transmission of such notice from Client’s Custodial Account.



 


	(B)	Trust Company reserves the right to take additional time beyond the 24hr period in (A) if such
time is required to verify security processes for large or suspicious transactions. Any such processes will be executed reasonably
and in accordance with Trust Company documented protocols, which may change from time to time at the sole discretion of Trust Company.



 




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	(C)	Trust Company makes no representations or warranties with respect to the availability and/or accessibility
of the Digital Assets. Trust Company will make reasonable efforts to ensure that Client initiated deposits are processed in a timely
manner, but Trust Company makes no representations or warranties regarding the amount of time needed to complete processing of
deposits which is dependent upon factors outside of Trust Company’s control.



 


2.6.
Fiat Currency Deposits and Withdrawals.


 


	(A)	Trust Company shall not accept, for the benefit of Client, Fiat Currency deposits from third parties.
Fiat Currency deposits shall only be accepted from banks that have been approved through Trust Company’s BSA/AML program
and are in the name of an individual or an institution named on the Custodial Account. This prohibition may be modified by mutual
written agreement of Client and Trust Company in order to accommodate Client’s receipt of deposits from its subscribers and
may be subject to additional terms, conditions, and fees.



 


	(B)	Fiat Currency withdrawals are only permitted to bank accounts that have been approved through Trust
Company’s BSA/AML program and are in the name of an individual or an institution named on the recipient’s account.



 


2.7. Wire
Transfers.


 


Custodian accepts wire
deposits and processes wire withdrawals only from or to Client Bank Accounts. Wire deposits sent before 3pm ET by domestic wire
from a Client Bank Account will typically settle and be credited to Client’s Fiat Account on the same day or next business
day. Wire withdrawals initiated before 3pm ET will typically be processed on the same day or next business day. Wire deposits may
not be credited and wire withdrawals may not be processed outside of normal banking hours. Client agrees and understands that wire
deposit settlement times and wire withdrawal transfer times are subject to bank holidays, the internal processes and jurisdictions
of Client or Account Holder’s bank and the internal processes of Custodian’s bank.


 


2.8 Supported Digital
Assets.


 


The Custodial Services
are available only in connection with those Digital Assets that Trust Company supports. The Digital Assets that Trust Company supports
may change from time to time in Trust Company’s discretion. Prior to initiating a deposit of Digital Assets to Trust Company,
Client must confirm that Trust Company offers Custodial Services for that specific Digital Asset. The list of supported Digital
Assets is available at: https://www.bitgo.com/resources/multicurrency. By initiating a deposit of Digital Assets to a Custodial
Account, Client attests that Client has confirmed that the Digital Asset being transferred is supported by Trust Company. Under
no circumstances should Client attempt to use the Custodial Services to deposit or store any Digital Assets that are not supported
by Trust Company. Depositing or attempting to deposit Digital Assets that are not supported by Trust Company will result in such
Digital Asset being unretrievable by Client and Trust Company. Trust Company assumes no obligation or liability whatsoever regarding
any unsupported Digital Asset sent or attempted to be sent to it, or regarding any attempt to use the Custodial Services for Digital
Assets that Trust Company does not support. Trust Company may from time to time determine types of Digital Assets that will be
supported or cease to be supported by the Custodial Services. Trust Company shall provide Client with 30 days’ prior written
notice before ceasing to support a Digital Asset, unless Trust Company is required to cease such support sooner to comply with
Applicable Law (in which event Trust Company will provide as much notice as is practicable under the circumstances).


 




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2.9. Advanced
Protocols.


 


Unless specifically
announced on the Trust Company website or through some other official public statement of Trust Company, Trust Company does not
support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement
or interact with a Digital Asset supported by Trust Company (collectively, “Advanced Protocols”). Client shall not
use its Custodial Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an
Advanced Protocol. Trust Company assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.


 


2.10. Operation
of Digital Asset Protocols.


 


	(A)	Trust Company does not own or control the underlying software protocols which govern the operation
of Digital Assets supported on the Trust Company platform. By using the Custodial Services, Client acknowledges and agrees that
(i) Trust Company is not responsible for operation of the underlying protocols and that Trust Company makes no guarantee of their
functionality, security, or availability; and (ii) the underlying protocols are subject to sudden changes in operating rules (a.k.a.
“forks”), and (iii) that such forks may materially affect the value, function, and/or even the name of the Digital
Assets that Client stores in Client’s Custodial Account. In the event of a fork, Client agrees that Trust Company may temporarily
suspend Trust Company operations with respect to the affected Digital Assets (with or without advance notice to Client) and that
Trust Company may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol
entirely. Client acknowledges and agrees that Trust Company assumes absolutely no liability whatsoever in respect of an unsupported
branch of a forked protocol or its determination whether or not to support a forked protocol.



 


	(B)	Client agrees that all “airdrops” (free distributions of certain Digital Assets) and
forks will be handled by Trust Company pursuant to its fork policy (the “Fork Policy”) (www.bitgo.com/resources/bitgo-fork-policy).
Client acknowledges that Trust Company is under no obligation to support any airdrops or forks, or handle them in any manner, except
as detailed above and in the Fork Policy. Client further acknowledges that Trust Company, at its sole discretion, may update the
Fork Policy from time to time and post it on Trust Company’s website and Client agrees that Client is responsible for reviewing
any such updates. Client is under no obligation to provide notification to Client of any modification to the Fork Policy.



 




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2.11. Account
Statements.


 


	(A)	Trust Company will provide Client with an electronic account statement every calendar quarter,
or as otherwise expressly agreed to in writing between Client and Trust Company. Each account statement will identify the amount
of each Digital Asset in Client’s Custodial Account at the end of the period and set forth all transactions in Client’s
account during that period. Each statement will be provided via the Trust Company’s website and will be e-mailed or mailed
if requested by Client. Please note there may be an additional fee for paper statements.



 


	(B)	Client is solely responsible for notifying Trust Company in writing if Client requires Trust Company
to send periodic statements of the Client’s account to subscribers of the Client. If required, it is the Client’s sole
responsibility to keep the list of subscribers along with delivery addresses current to ensure Trust Company can fulfill its responsibility
to provide periodic statements. It is Client’s sole responsibility to make the determination if Client is required to provide
statements to its subscribers to comply with Applicable Law.



 


	(C)	To value Digital Assets held in the Client’s account, the Trust Company will electronically
obtain USD equivalent prices from digital asset market data providers or other sources, with amounts rounded up to the seventh
decimal place to the right. Trust Company cannot guarantee the accuracy or timeliness of prices received and the prices are not
to be relied upon for any investment decisions for the Client’s account.



 


2.12.
Independent Verification.


 


If Client is subject
to Rule 206(4)-2 under the Investment Advisers Act of 1940, Trust Company shall, upon written request, provide Client authorized
independent public accountant confirmation of or access to information sufficient to confirm (i) Client’s Digital Assets
as of the date of an examination conducted pursuant to Rule 206(4)-2(a)(4), and (ii) Client’s Digital Assets are held either
in a separate account under Client’s name or in accounts under Client’s name as agent or trustee for Client’s
clients.


 


2.13. Third-Party
Payments.


 


The Custodial Services
are not intended to facilitate third-party payments of any kind. As such, Trust Company has no control over, or liability for,
the delivery, quality, safety, legality or any other aspect of any goods or services that Client may purchase or sell to or from
a third party (including other users of Custodial Services) involving Digital Assets that Client intends to store, or have stored,
in Client’s Custodial Account.


 


2.14. Support and
Service Level Agreement.


 


	(A)	Trust Company will: (i) provide reasonable technical support to Client, by email or telephone,
during Trust Company’s normal business hours (8:30 a.m. to 5 p.m. CST); (ii) respond to support requests in a timely manner,
and (iii) resolve such issues by providing updates and/or workarounds to Client, consistent with the severity level of the issues
identified in such requests and their impact on Client’s business operations.



 




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	(B)	Trust Company will use commercially reasonable efforts: (i) to make the Services available under
the terms of our Service Level Agreement at https://www.bitgo.com/resources/bitgo-service-level-agreement; and (ii) to make Custodial
Accounts available via the internet 24 hours a day, 7 days a week.



 


2.15. Suspension,
Termination, and Cancellation.


 


	(A)	Trust Company may suspend or restrict Client’s access to the Custodial Services and/or deactivate,
terminate or cancel Client’s Custodial Account if:



 


		(i)	Trust Company is so required by a facially valid subpoena, court order, or binding order of a government
authority;



 


		(ii)	Trust Company reasonably suspects Client of using Client’s Custodial Account in connection
with a Prohibited Use or Prohibited Business, as set forth in Appendix 1 to this Agreement;



 


		(iii)	Trust Company perceives a risk of legal or regulatory non-compliance associated with Client’s
Custodial Account activity;



 


		(iv)	Trust Company service partners are unable to support Client’s use;



 


		(v)	Client takes any action that Trust Company deems as circumventing Trust Company’s controls,
including, but not limited to, opening multiple Custodial Accounts, abusing promotions which Trust Company may offer from time
to time, or otherwise making a misrepresentation of Client’s Custodial Account;



 


		(vi)	Client breaches the terms of this Agreement; or (vii) Client fails to pay fees for a period of
90 days.



 


	(B)	If Trust Company suspends or restricts Client’s access to the Custodial Services and/or deactivates,
terminates or cancels Client’s Custodial Account for any reason, Trust Company will provide Client with notice of Trust Company’s
actions via email unless prohibited by Applicable Law. Client acknowledges that Trust Company’s decision to take certain
actions, including limiting access to, suspending, or closing Client’s Custodial Account, may be based on confidential criteria
that are essential to Trust Company’s risk management and security protocols. Client agrees that Trust Company is under no
obligation to disclose the details of its risk management and security procedures to Client.



 


	(C)	Client will be permitted to withdraw Digital Assets and Fiat Currency associated with Client’s
Custodial Account for ninety (90) days after Custodial Account deactivation or cancellation unless such withdrawal is prohibited
Applicable Law (including but not limited to applicable sanctions programs or a facially valid subpoena, court order, or binding
order of a government authority).



 




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2.16. Clearing
and Settlement Services.


 


	(A)	Trust Company may offer clearing and settlement services (the “Settlement Services”)
that facilitate the settlement of transactions of Digital Assets or Fiat Currency between Client and Client’s trade counterparty
that also has a Custodial Account with Trust Company (“Settlement Partner”). Client acknowledges that the Settlement
Service is an application programming interface (API) product complemented by a Web user interface (UI). Clients may utilize the
Settlement Services by way of a number of options, including settlement of one-sided requests with counterparty affirmation; one-sided
requests with instant settlement; and two-sided requests with reconciliation. Client understands that the Digital Assets available
for use within the Settlement Services may not include all of Client’s Digital Assets under custody.



 


	(B)	The Settlement Services allow Client to submit, through the Trust Company’s settlement platform,
a request to settle a purchase or sale of Digital Assets with a Settlement Partner. Client authorizes Trust Company to accept Client’s
cryptographic signature submitted by way of the Settlement Services API. When a cryptographic signature is received by way the
Settlement Services along with the settlement transaction details, Client is authorizing Trust Company to act on Client’s
direction to settle such transaction.



 


		i)	A one-sided request with counterparty affirmation requires
Client to submit a request, including its own cryptographic signature on the trade details, via API calls. Trust Company will
notify the Settlement Partner and lock funds of both parties while waiting for the Settlement Partner to affirm the request. Trust
Company will settle the trade immediately upon affirmation and the locked funds will be released.



 


		ii)	A one-sided request with instant settlement requires
one side of the trade to submit a request, including cryptographic signatures of both parties to the trade, via API calls. Trust
Company will settle the trade immediately.



 


		iii)	A two-sided request with reconciliation requires that
both Client and Settlement Partner submit requests via API calls, with each party providing their own cryptographic signatures.
Trust Company will reconcile the trades and settle immediately upon successful reconciliation.



 


		iv)	In any one-sided or two sided request, the Settlement
Partner must be identified and selected by Client prior to submitting a settlement request.



 


		v)	Client may submit a balance inquiry through the settlement
platform, to verify that Settlement Partner has a sufficient balance of Digital Asset to be transacted before the Parties execute
a transaction. This balance inquiry function is to be utilized only for the purpose of executing a trade transaction to ensure
the Settlement Partner has sufficient fiat currency (funds) or Digital Assets to settle the transaction. Client hereby expressly
authorizes and consents to Trust Company providing access to such information to Client’s Settlement Partner in order to
facilitate the settlement.



 


		vi)	Client and Settlement Partner’s Custodial Accounts
must have sufficient funds or Digital Assets prior to initiating any settlement request. The full amount of assets required to
fulfill a transaction are locked until such order has been completed. All orders are binding on Client and Client’s Custodial
Account. Trust Company does not guarantee that any settlement will be completed by any Settlement Partner. Client may not be able
to withdraw an offer (or withdraw its acceptance of an offer) prior to completion of a settlement and Trust Company shall not
be liable for the completion of any order after a cancellation request has been submitted.



 




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		vii)	Client acknowledges and accepts responsibility for ensuring
only an appropriate Authorized Person of their Custodial Account has access to the API key(s).



 


		viii)	Client further understands and agrees that Client is
solely responsible for any decision to enter into a settlement by way of the Settlement Services, including the evaluation of
any and all risks related to any such transaction and has not relied on any statement or other representation of Trust Company.
Client understands that Trust Company is a facilitator and not a counterparty to any settlement; and, as a facilitator, Trust
Company bears no liability with respect to any transaction and does not assume any clearing risk.



 


		ix)	Any notifications that Client may receive from the trading
platform regarding trades are Client’s responsibility to review in a timely manner.



 


	(C)	Upon execution of the settlement, the Settlement Services shall provide Client, by electronic means,
a summary of the terms of the transaction, including: the type of Digital Asset purchased or sold; the delivery time; and the purchase
or sale price. Settlement of a transaction is completed in an off-chain trading account by way of offsetting journal transactions
within Trust Company’s Digital Asset Off-chain Settlement System. On-chain synchronization occurs at the time the withdrawal
from Client’s trading account takes place (other than through a subsequent Settlement Services transaction).



 


	(D)	Trust Company reserves the right to refuse to settle any transaction, or any portion of any transaction,
for any reason, at its sole discretion. Trust Company bears no responsibility if any such order was placed or active during any
time the Settlement Services system is unavailable or encounters an error; or, if any such order triggers certain regulatory controls.



 


	(E)	Client understands and agrees that Trust Company may charge additional fees for the Settlement
Services furnished to Client as indicated in the Fee Schedule attached as Schedule A and any amendments to Schedule A.



 


	(F)	Clearing and settlement transactions shall be subject to all applicable laws and the rules and
regulations of all federal, state and self-regulatory agencies. Client acknowledges receipt of the statement on Material Risks
of Investing in Digital Currencies, identified as Appendix A to this Addendum.



 




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	3.	WALLET SERVICES



 


		3.1.	General.



 


The Wallet Services
do not send or receive money or digital assets. The Wallet Services enable Client to interface with virtual currency networks to
view and transmit information about a public cryptographic key commonly referred to as a blockchain address. Client assumes all
responsibility and liability for securing the Client Keys (see Section 4.5). Further, Client assumes all responsibility and liability
for creation, storage, and maintenance of any backup keys associated with accounts created using the Wallet Services.


 


		3.2.	Terms; Conflict.



 


Client’s use
of the Wallet Services is subject to the terms and conditions set forth at https://www.bitgo.com/terms (the “Wallet Terms”).
In the event of a conflict between the Wallet Terms and the terms of this Agreement, the terms of this Agreement shall control.


 


	4.	USE OF SERVICES; TERM AND TERMINATION.



 


		4.1.	Company Site and Content.



 


Trust Company hereby
grants Client a limited, nonexclusive, non transferable, revocable, royalty-free license, subject to the terms of this Agreement,
to access and use the Company Site and related content, materials, information (collectively, the “Content”) solely
for approved purposes as permitted by Trust Company from time to time. Any other use of the Company Site or Content is expressly
prohibited and all other right, title, and interest in the Company Site or Content is exclusively the property of Trust Company
and its licensors. Client shall not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate
in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
“www.bitgo.com,” “BitGo,” “BitGo Custody,” “Trust Company” and all logos related
to the Custodial Services or displayed on the Company Site are either trademarks or registered marks of Trust Company or its licensors.
Client may not copy, imitate or use them without Trust Company’s prior written consent in each instance.


 


		4.2.	Website Accuracy.



 


Although Trust Company
intends to provide accurate and timely information on the Company Site, the Company Site (including, without limitation, the Content,
but excluding any portions thereof that are specifically referenced in this Agreement) may not always be entirely accurate, complete,
or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide Client with
as complete and accurate information as possible, such information may be changed or updated from time to time without notice,
including without limitation information regarding Trust Company policies, products and services. Accordingly, Client should verify
all information before relying on it, and all decisions based on information contained on the Company Site are Client’s sole
responsibility and Trust Company shall have no liability for such decisions. Links to third-party materials (including without
limitation websites) may be provided as a convenience but are not controlled by Trust Company. Trust Company is not responsible
for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible
from or linked to the Company Site.


 




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		4.3.	Third-Party or Non-Permissioned Use.



 


Except for fund
administrators, Client shall not grant permission to a third party or non-permissioned user to access or connect to
Client’s Custodial Account, either through the third party’s product or service or through the Company Site.
Client acknowledges that granting permission to a third party or non-permissioned user to take specific actions on
Client’s behalf does not relieve Client of any of Client’s responsibilities under this Agreement and may violate
the terms of this Agreement. Client is fully responsible for all acts or omissions of any third party or non-permissioned
user with access to Client’s Custodial Account. Further, Client acknowledges and agrees that Client will not hold Trust
Company responsible for, and will indemnify Trust Company from, any liability arising out of or related to any act or
omission of any third party or non-permissioned user with access to Client’s Custodial Account. Client must notify
Trust Company immediately if a third party or non-permissioned user accesses or connects to Client’s Custodial Account
by contacting Client’s Custodial Account representative or by emailing security@bitgo.com from the email address
associated with Client’s Custodial Account.


 


		4.4.	Prohibited Use.



 


Client acknowledges
and agrees that Trust Company may monitor use of the Services and the resulting information may be utilized, reviewed, retained
and or disclosed by Trust Company for its internal purposes or in accordance with Applicable Law.


 


		4.5.	Security; Client Responsibilities.



 


	(A)	Client is responsible for maintaining adequate security and control of any and all Client Keys,
IDs, passwords, hints, personal identification numbers (PINs), non-custodial wallet keys, API keys, yubikeys, 2-factor authentication
devices or backups, or any other codes that Client uses to access the Services. Any loss or compromise of the foregoing information
and/or Client’s personal information may result in unauthorized access to Client’s Custodial Account by third-parties
and the loss or theft of Digital Assets or Fiat Currency. Client is responsible for keeping Client’s email address and telephone
number up to date in Client’s profile in order to receive any notices or alerts that Trust Company may send Client. Trust
Company assumes no responsibility for any loss that Client may sustain due to compromise of login credentials due to no fault of
Trust Company and/or failure to follow or act on any notices or alerts that Trust Company may send to Client. In the event Client
believes Client’s Custodial Account information has been compromised, Client will contact Trust Company Support immediately
at security@bitgo.com.



 




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	(B)	Client will maintain an updated and current list of Authorized Persons at all times and will immediately
notify Trust Company of any changes to the list of Authorized Persons, including for termination of employment, or otherwise. Client
agrees that Trust Company may rely on the list of Authorized Persons. Client shall make available all necessary documentation and
Know Your Customer identification, as reasonably requested by Trust Company to verify: (i) the identity of each Authorized Person;
(ii) that each Authorized Person is eligible to be deemed an “Authorized Person” as defined in this Agreement; and
(iii) the party(ies) requesting the changes in the list of Authorized Persons have valid authority to request changes on behalf
of Client. Client will ensure that all Authorized Persons will be adequately trained to safely and securely access the Trust Services,
including understanding of general security principles regarding passwords and physical security of computers, keys, and personnel.



 


	(C)	Client will immediately notify Trust Company of any unauthorized access, use or disclosure of Client’s
Account credentials, or any relevant breach or suspected breach of security (including breach of Client’s systems, networks
or developer applications). Client will provide Trust Company with all relevant information Trust Company reasonably requests to
assess the security of the assets, Custodial Accounts and wallets.



 


		4.6.	Taxes.



 


It is Client’s
sole responsibility to determine whether, and to what extent, any taxes apply to any deposits or withdrawals Client conducts through
the Custodial Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities.
Client’s deposit and withdrawal history is available by accessing Client’s Custodial Account through the Company Site
or by contacting Trust Company directly.


 


		4.7.	Third Party Providers.



 


Client acknowledges
and agrees that the Services may be provided from time to time by, through or with the assistance of affiliates of or vendors to
Trust Company, including BitGo Inc. as described above. Client shall receive notice of any material change in the entities that
provide the Custodial Services. Trust Company shall be responsible for any breach of this Agreement caused by such affiliates or
any vendor.


 


		4.8.	Developer Applications.



 


	(A)	Subject to Trust Company’s acceptance of Client as a developer, and subject to Client’s
performance of its obligations under this Agreement, Trust Company grants Client a nonassignable, non-transferrable, revocable,
personal and non-exclusive license under Trust Company’s applicable intellectual property rights to use and reproduce the
SDK solely to develop or test a website or application (“Developer Application”).



 




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	(B)	Client agrees that all users of any Developer Application will be subject to the same use restrictions
as Client (including under Section 4.4 (Prohibited Use) and Appendix 1).



 


	(C)	Client is solely responsible and has sole liability for Client’s end users that access or
use the Trust Services via the Developer Application. Client is responsible for the accuracy, quality and legality of Developer
Application content and user data. Client will comply with, and ensure that Client’s Developer Application and end users
comply with all Applicable Law.



 


		4.9.	Term.



 


This Agreement will
commence on the Effective Date and will continue for one year, unless earlier terminated in accordance with the terms of this Agreement
(the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive one-year periods
(each a “Renewal Term”), unless either party notifies the other of its intention not to renew at least 60 days prior
to the expiration of the then-current Term. “Term” means the Initial Term and any Renewal Fees.


 


		4.10.	Termination by Client.



 


	(A)	After the Initial Term, Client may terminate this Agreement at any time for any reason upon 30
days’ prior written notice and/or cancel Client’s Custodial Account by withdrawing all balances and contacting Trust
Company at support@bitgo.com. Client will not be charged for canceling Client’s Custodial Account, although Client will be
required to pay any outstanding amounts owed to Trust Company. Client authorizes Trust Company to cancel or suspend any pending
deposits or withdrawals at the time of cancellation.



 


	(B)	Client may terminate this Agreement during the Initial Term if Trust Company breaches a material
term of this Agreement and fails to cure such breach within 30 days following written notice thereof from Client.



 


	5.	TRUST COMPANY OBLIGATIONS.



 


		5.1.	Bookkeeping.



 


Trust Company will
keep timely and accurate records as to the deposit, disbursement, investment, and reinvestment of the Digital Assets and Fiat Currency.
Trust Company will maintain accurate records and bookkeeping of the Custodial Services as required by Applicable Law and in accordance
with Trust Company’s internal document retention policies.


 


		5.2.	Insurance.



 


Trust Company will
obtain and maintain insurance coverage in such types and amounts as are commercially reasonable for the Custodial Services provided
hereunder. Client acknowledges that any insurance related to theft of coins will apply to Custodial Services only (where keys are
held by Trust Company) and not Wallet Services for non-custodial accounts (where keys are held by Client).


 




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		5.3.	Standard of Care.



 


Trust Company will
use commercially reasonable efforts in performing its obligations under this Agreement. Subject to the terms of this Agreement,
Trust Company shall not be responsible for any loss or damage suffered by Client as a result of the Trust Company performing such
duties unless the same results from an act of fraud, willful default or gross negligence on the part of the Trust Company. Trust
Company shall not be responsible for the title, validity or genuineness of any of the Digital Assets or Fiat Currency (or any evidence
of title thereto) received or delivered by it pursuant to this Agreement.


 


		5.4.	Business Continuity Plan.



 


Trust Company has established
a business continuity plan that will support its ability to conduct business in the event of a significant business disruption
(“SBD”). This plan is reviewed and updated annually, and can be updated more frequently, if deemed necessary by Trust
Company in its sole discretion. Should Trust Company be impacted by an SBD, Trust Company aims to minimize business interruption
as quickly and efficiently as possible. To receive more information about Trust Company’s business continuity plan, please
send a written request to security@bitgo.com.


 


	6.	DISPUTE RESOLUTION.



 


THE PARTIES AGREE
THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES (“DISPUTES”), WHETHER
ARISING PRIOR, ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, SHALL BE ARBITRATED AS FOLLOWS: The Parties irrevocably agree to submit
all Disputes between them to binding arbitration conducted under the Commercial Dispute Resolution Procedures of the American Arbitration
Association (the “AAA”), including the Optional Procedures for Large Complex Commercial Disputes. The place and location
of the arbitration shall be in Sioux Falls, South Dakota. All arbitration proceedings shall be closed to the public and confidential
and all related records shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
The arbitration shall be conducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired
judge with experience in custodial and trust matters under South Dakota law. If the parties are unable to agree upon an arbitrator,
then the AAA shall choose the arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitrator
shall be bound to the strict interpretation and observation of the terms of this Agreement and shall be specifically empowered
to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable
attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered
may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and
an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution
of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable
statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available
to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional
relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator
hereunder or pending the arbitrator’s determination of any dispute, controversy or claim hereunder.


 




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	7.	REPRESENTATIONS, WARRANTIES, AND COVENANTS; DISCLAIMERS.



 


7.1. By
Client.


 


Client represents,
warrants, and covenants to Trust Company that:


 


	(A)	Client operates in full compliance with all Applicable Law in each jurisdiction in which Client
operates, including without limitation U.S. securities laws and regulations, efforts to fight the funding of terrorism and money
laundering, the USA PATRIOT Act and Bank Secrecy Act and all related regulations and requirements.



 


	(B)	To the extent that Client utilizes the Settlement Services on behalf of any third party, Client
hereby agrees and represents that (i) it has adopted procedures, (the “Client AML/KYC Program”) designed to elicit
and verify information from all third parties to substantiate the representations, warranties agreements contained in the Agreement
as well as Client’s compliance with all applicable laws and governmental rules and regulations; (ii) it will provide copies
of its AML/KYC Program policies and procedures to Trust Company, and any amendments; (iii) it is in compliance with its AML/KYC
Program in all material respects; (iv) that all information that has been or will in the future be provided Trust Company regarding
Client’s AML/KYC Program is accurate and complete in all material respects; (v) it has not omitted any information regarding
its AML/KYC Program necessary to prevent any information provided to Trust Company from being misleading; (vi) it will maintain
all records of its compliance and customer identification program reviews and related customer personally identifiable information
in accordance with all applicable privacy laws; (vii) it will provide to Trust Company copies, or make readily accessible during
normal business hours, any or all records of its AML/KYC Program reviews at the request of Trust Company; (viii) that it will provide
Trust Company an annual certification as to the effectiveness of its AML/KYC Program and a yearly random sample of its AML/KYC
Program reviews for use in evaluating the effectiveness of its compliance with this Agreement; and (ix) it will provide Trust Company
notice of any third party requiring enhanced due diligence in accordance with guidelines under its AML/KYC Program. The provisions
of this paragraph B is contingent upon the written approval of Trust Company as to the application of this paragraph B.



 




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	(C)	Client shall have conducted and satisfied any and all due diligence procedures required by Applicable
Law with respect to such third parties prior to placing with Trust Company any Digital Assets or Fiat Currency associated with
such third party.



 


	(D)	Client will not use any Services for any illegal activity, including without limitation illegal
gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or
any prohibited market practices, including without limitation the prohibited activities and business set forth in Appendix 1.



 


	(E)	Client is currently and will remain at all times in good standing with all relevant government
agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Client does business, including
but not limited to and as applicable, FINRA, the Municipal Securities Rulemaking Board, SIPC, the National Futures Association,
the Commodity Futures Trading Commission and the Securities and Exchange Commission, and Client will immediately notify Trust Company
if Client ceases to be in good standing with any applicable regulatory authority;



 


	(F)	Client will promptly provide such information as Trust Company may reasonably request from time
to time regarding (i) Client’s policies, procedures, and activities which relate to the Custodial Services in any manner,
as determined by Trust Company in its sole and absolute discretion, and (ii) any transaction which involves the use of the Services,
to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory
authority or financial institution, provided that such information may be redacted to remove confidential commercial information
not relevant to the requirements of this Agreement;



 


	(G)	Client either owns or possesses lawful authorization to transact with all Digital Assets involved
in the Custody Transactions;



 


	(H)	Client has the full capacity and authority to enter into and be bound by this Agreement and the
person executing or otherwise accepting this Agreement for Client has full legal capacity and authorization to do so;



 


	(I)	All information provided by Client to Trust Company in the course of negotiating this Agreement
and the on-boarding of Client as Trust Company’s customer and user of the Custodial Services is complete, true, and accurate
in all material respects, including with respect to the ownership of Client, no material information has been excluded; and no
other person or entity has an ownership interest in Client except for those disclosed in connection with such onboarding; and



 




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	(J)	Client is not owned in part or in whole, nor controlled by any person or entity that is, nor is
it conducting any activities on behalf of, any person or entity that is (i) the subject of any sanctions administered or enforced
by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental
Authority with jurisdiction over Trust Company or its affiliates with respect to U.S. sanctions laws; (ii) identified on the Denied
Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located,
organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including,
without limitation, Cuba, Iran, North Korea, Sudan, or Syria.



 


		7.2.	By Trust Company.



 


Trust Company
represents, warrants, and covenants to Client that:


 


	(A)	Trust Company will safekeep the Digital Assets and segregate all Digital Assets from both the (i)
property of Trust Company, and (ii) assets of other customers of Trust Company, except for Digital Assets specifically moved into
shared accounts by Client;



 


	(B)	Trust Company will maintain adequate capital and reserves to the extent required by Applicable
Law;



 


	(C)	Trust Company is duly organized, validly existing and in good standing under the laws of the State
of South Dakota, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business
in each jurisdiction where such qualification is necessary;



 


	(D)	Trust Company has the full capacity and authority to enter into and be bound by this Agreement
and the person executing or otherwise accepting this Agreement for Trust Company has full legal capacity and authorization to do
so.



 


		7.3.	Notification.



 


Without limitation
of either party’s rights or remedies, each party shall immediately notify the other party if, at any time after the Effective
Date, any of the representations, warranties, or covenants made by it under this Agreement fail to be true and correct as if made
at and as of such time. Such notice shall describe in reasonable detail the representation, warranty, or covenant affected, the
circumstances giving rise to such failure and the steps the notifying party has taken or proposes to take to rectify such failure.


 


		7.4.	DISCLAIMER.



 


EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO
THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED,
OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR
ERROR-FREE.


 




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		7.5.	Computer Viruses.



 


Trust Company shall not
bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses,
worms or other malware that may affect Client’s computer or other equipment, or any phishing, spoofing or other attack, unless
such damage or interruption directly resulted from Trust Company’s gross negligence, fraud, or willful misconduct. Trust
Company advises the regular use of a reputable and readily available virus screening and prevention software. Client should also
be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages
purporting to originate from Trust Company. Client should always log into Client’s Custodial Account through the Company
Site to review any deposits or withdrawals or required actions if Client has any uncertainty regarding the authenticity of any
communication or notice.


 


	8.	CONFIDENTIALITY, PRIVACY, DATA SECURITY



 


		8.1.	Confidentiality.



 


	(A)	As used in this Agreement, “Confidential Information” means any non-public, confidential
or proprietary information of a party (“Discloser”) including, without limitation information relating to Discloser’s
business operations or business relationships, financial information, pricing information, business plans, customer lists, data,
records, reports, trade secrets, software, formulas, inventions, techniques, and strategies. The terms of this Agreement are the
Confidential Information of each party. A party receiving Confidential Information of Discloser (“Recipient”) will
not disclose it to any third party without the prior written consent of the Discloser, except as provided in subsection (B) below
or to such party’s officers, directors, agents, employees, consultants, contractors and professional advisors who need to
know the Confidential Information and who are informed of, and who agree to be or are otherwise bound by obligations of confidentiality
no less restrictive than, the obligations set forth herein. Recipient will protect such Confidential Information from unauthorized
access, use and disclosure. Recipient shall not use Discloser’s Confidential Information for any purpose other than to perform
its obligations or exercise its rights under this Agreement. The obligations herein shall not apply to any (i) information that
is or becomes generally publicly available through no fault of the recipient, (ii) information that the recipient obtains from
a third party (other than in connection with this Agreement) that, to recipient’s best knowledge, is not bound by a confidentiality
agreement prohibiting such disclosure; (iii) information that is independently developed or acquired by the recipient without the
use of or reference to Confidential Information of Discloser.



 




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	(B)	Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser to
the extent required under Applicable Law; provided, however, Recipient shall first notify Discloser (to the extent legally permissible)
and shall afford Discloser a reasonable opportunity to seek a protective order or other confidential treatment. For the purposes
of this Agreement, no affiliate of Trust Company shall be considered a third party; provided that Trust Company causes such entity
to undertake the obligations in this Section 8.



 


	(C)	“Confidential Information” includes all documents and other tangible objects containing
or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession
or control of Recipient and all of the foregoing shall be and remain the property of the Discloser. At Discloser’s request,
Recipient shall return or destroy all Confidential Information; provided, however, Recipient may retain one copy of Confidential
Information (i) if required by law or regulation, or (ii) pursuant to a bona fide and consistently applied document retention policy;
provided, further, that in either case, any Confidential Information so retained shall remain subject to the confidentiality obligations
of this Agreement.



 


		8.2.	Privacy.



 


Client acknowledges
that Client has read and agrees to the Trust Company Privacy Policy, available at https://www.bitgo.com/privacy.


 


		8.3.	Security.



 


Trust Company has
implemented and will maintain a reasonable information security program that includes policies and procedures that are reasonably
designed to safeguard Trust Company’s electronic systems and Client’s Confidential Information (as defined below) from,
among other things, unauthorized disclosure, access, or misuse. In the event of a Data Security Incident (as defined below) and
in addition to any other actions required under Applicable Law, Trust Company shall promptly notify Client and such notice shall
include the following information: (i) the timing and nature of the Data Security Incident, (ii) the information related to Client
that was compromised, including the names of any individuals’ acting on Client’s behalf in his or her corporate capacity
whose personal information was compromised, (iii) when the Data Security Incident was discovered, and (iv) remedial actions that
have been taken and that Trust Company plans to take. “Data Security Incident” is defined as any incident whereby (a)
an unauthorized person (whether within Trust Company or a third party) acquired or accessed Client’s information, or (b)
Client’s information is otherwise lost, stolen or compromised.


 




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	9.	INDEMNIFICATION.



 


		9.1.	Indemnities.



 


	(A)	Client will indemnify and hold harmless Trust Company, its affiliates and service providers, and
each of its or their respective officers, directors, agents,, employees, and representatives (collectively the “Trust Company
Indemnitees”) from and against any liabilities, damages, losses, costs and expenses, including but not limited to attorneys’
fees and costs and any fines, fees or penalties imposed by any regulatory authority (collectively, “Losses”), arising
out of or incurred in connection with, and defend each of them from and against any third-party claim, demand, action or proceeding
(a “Claim”) arising out of or related to (i) Client’s use of the Services; (ii) Client’s breach of this
Agreement, (iii) any breach or inaccuracy of any of Client’s representations, warranties or covenants in this Agreement;
(iv) Client’s failure to provide true and accurate information in connection with the onboarding process or any failure to
promptly update such information, (v) Client’s violation of any Applicable Law, or the rights of any third party, or (vi)
any Dispute between Client and a third party; except where such Claim directly results from the gross negligence, fraud or willful
misconduct of Trust Company.



 


	(B)	In addition, in connection with any Developer Application, Client will indemnify and hold harmless
the Trust Company Indemnitees from and against any Losses arising out of any Claim brought against Trust Company or a Representative
by a third party arising out of or incurred in connection with any Claim arising out of relating to: (i) Client’s content,
Developer Application, trademarks, logos or marks infringing any third party intellectual property rights; (ii) Client’s
development, marketing, operation, use, licensing, support or distribution of Client’s Developer Application; (iii) a dispute
between Client and any end user; (d) a security breach of involving a Developer Application or Client’s computers, or systems;
(g) the unauthorized use, access or disclosure of confidential or personal information, private keys, or authentication credentials
held by Client or Client’s computers or systems.



 


		9.2.	Indemnification Process.



 


	(A)	Trust Company will (i) provide Client with prompt notice of any indemnifiable Claim under Section
9.1 (provided that the failure to provide prompt notice shall only relieve Client of its obligation to the extent it is materially
prejudiced by such failure and can demonstrate such prejudice); (ii) permit Client to assume and control the defense of such action
upon Client’s written notice to Trust Company of Client’s intention to indemnify; and (iii) upon Client’s written
request, and at no expense to Trust Company, provide to Client all available information and assistance reasonably necessary for
Client to defend such Claim. Trust Company shall be permitted to participate in the defense and settlement of any Claim with counsel
of Trust Company’s choice at Trust Company’s expense (unless such retention is necessary because of Client’s
failure to assume the defense of such Claim, in which event Client shall be responsible for all such fees and costs). Client will
not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to
any Trust Company Indemnitee or constitute any admission of or stipulation to any guilt, fault or wrongdoing, without Trust Company’s
prior written consent.



 




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	(B)	Client acknowledges and agrees that any Losses imposed on Trust Company (whether in the form of
fines, penalties, or otherwise) as a result of a violation by Client of any Applicable Law, may at Trust Company’s discretion,
be passed on to Client and Client acknowledges and represents that Client will be responsible for payment to Trust Company of all
such Losses.



 


	10.	Limitations of Liability.



 


		10.1.	NO CONSEQUENTIAL DAMAGES.



 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 10.3 BELOW, IN NO EVENT SHALL TRUST COMPANY, ITS
AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE
FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COMPANY
SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF TRUST COMPANY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.


 


		10.2.	LIMITATION ON DIRECT DAMAGES.



 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 10.3 BELOW, IN NO EVENT SHALL TRUST COMPANY, ITS
AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE
(I) FOR ANY AMOUNT GREATER THAN THE FEES PAID OR PAYABLE TO TRUST COMPANY UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY
PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.


 


		10.3.	EXCEPTIONS TO EXCLUSIONS AND LIMITATIONS OF LIABILITY.



 


THE EXCLUSIONS AND
LIMITATIONS OF LIABILITY IN SECTION 10.1 AND SECTION 10.2 WILL NOT APPLY TO (I) A BREACH BY TRUST COMPANY OF ITS CONFIDENTIALITY
OBLIGATIONS OR (II) TRUST COMPANY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. TRUST COMPANY’S LIABILITY FOR GROSS
NEGLIGENCE SHALL BE LIMITED TO THE VALUE OF THE AFFECTED DIGITAL ASSETS OR FIAT CURRENCY.


 




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	11.	Miscellaneous.



 


		11.1.	Notice.



 


All notices under this
Agreement shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by
email or confirmed fax, or three days after being sent by prepaid certified mail or internationally recognized overnight courier
to the addresses set forth in the signature blocks below (or such other address as may be specified by party following written
notice given in accordance with this Section).


 


		11.2.	No Publicity.



 


Client will not make
any public statement, including any press release, media release, or blog post which mentions or refers to Trust Company or a partnership
between Client and Trust Company, without the prior written consent of Trust Company;


 


		11.2.	Entire Agreement.



 


This Agreement, any
appendices or attachments to this Agreement, the Trust Company Privacy Policy, and all disclosures, notices or policies available
on the Trust Company website that are specifically referenced in this Agreement, comprise the entire understanding and agreement
between Client and Trust Company as to the Custodial Services, and supersedes any and all prior discussions, agreements, and understandings
of any kind (including without limitation any prior versions of this Agreement) and every nature between and among Client and Trust
Company. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any
provision of this Agreement.


 


		11.3.	No Waiver.



 


The waiver by a party
of any breach or default will not constitute a waiver of any different or subsequent breach or default.


 


		11.4	Amendments.



 


Any modification or
addition to this Agreement must be in a writing signed by a duly authorized representative of each of the parties. Client agrees
that Trust Company shall not be liable to Client or any third party for any modification or termination of the Custodial Services,
or suspension or termination of Client’s access to the Custodial Services, except to the extent otherwise expressly set forth
herein.


 




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		11.5.	Assignment.



 


Client may not assign
any rights and/or licenses granted under this Agreement without the prior written consent of Trust Company. Trust Company may not
assign any of its rights or delegate any of its duties with the prior written consent of Client; except that Trust Company may
assign this Agreement without the prior consent of Client to any Trust Company affiliates or subsidiaries or pursuant to a transfer
of all or substantially all of Trust Company’s business and assets, whether by merger, sale of assets, sale of stock, or
otherwise. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement
will bind and inure to the benefit of the parties, their successors, and permitted assigns.


 


		11.6.	Severability.



 


If any provision of
this Agreement shall be determined to be invalid or unenforceable, such provision will be changed and interpreted to accomplish
the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of
any other provision of this Agreement shall not be affected.


 


		11.7.	Survival.



 


All provisions of this
Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections
pertaining to suspension or termination, Custodial Account cancellation, debts owed to Trust Company, general use of the Company
Site, disputes with Trust Company, indemnification, and general provisions, shall survive the termination or expiration of this
Agreement.


 


		11.8.	Governing Law.



 


The laws of the State
of South Dakota, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has
arisen or may arise between Client and Trust Company, except to the extent governed by federal law of the United States of America.


 


		11.9.	Force Majeure.



 


Trust Company shall
not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of
service which result directly or indirectly from any cause or condition beyond the reasonable control of Trust Company, including
but not limited to, any delay or failure due to any act of God, natural disasters, act of civil or military authorities, act of
terrorists, including but not limited to cyber-related terrorist acts, hacking, government restrictions, exchange or market rulings,
civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network
provider services, failure of equipment and/or software, other catastrophe or any other occurrence which are beyond the reasonable
control of Trust Company.


 


		11.10.	Relationship of the Parties.



 


Nothing in this Agreement
shall be deemed or is intended to be deemed, nor shall it cause, Client and Trust Company to be treated as partners, joint ventures,
or otherwise as joint associates for profit, or either Client or Trust Company to be treated as the agent of the other.


 




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IN WITNESS WHEREOF, this
Agreement is executed as of the Effective Date.


 


	BITGO TRUST COMPANY, INC.	 	[CLIENT]
	 	 	 
	By:	                       	 	By: 	                                              
	Name:	                        	 	Name:	 
	Its:	 	 	Its: 	 






 





	Address for Notice:	Address for Notice:
	 	 
	6216 Pinnacle Place	 
	Suite 101	 
	Sioux Falls, SD 57108	 
	Attn: Legal	 
	Email: [____________________________]	
        Attn:

        [____________________________]

	 	
         

        Email:

        [____________________________]








 




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APPENDIX
1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE


 


Prohibited
Use


 


Client may not use
Client’s Custodial Account to engage in the following categories of activity (“Prohibited Uses”). The Prohibited
Uses extend to any third party that gains access to the Custodial Services through Client’s account or otherwise, regardless
of whether such third party was authorized or unauthorized by Client to use the Custodial Services associated with the Custodial
Account. The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to whether or
not Client’s use of Custodial Services involves a Prohibited Use, or have questions about how these requirements applies
to Client, please contact Trust Company at support@bitgo.com. By opening a Custodial Account, Client confirms that Client will
not use Client’s Custodial Account to do any of the following:


 


	●	Unlawful Activity: Activity which would violate, or assist in violation of any law, statute, ordinance,
or regulation, sanctions programs administered in the countries where Trust Company conducts business, including, but not limited
to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds
of any unlawful activity; publish, distribute or disseminate any unlawful material or information.



 


	●	Abusive Activity: Actions which impose an unreasonable or disproportionately large load on Trust
Company’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit
or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt
to gain unauthorized access to the Site, other Custodial Accounts, computer systems or networks connected to the Site, through
password mining or any other means; use Custodial Account information of another party to access or use the Site; or transfer Client’s
Custodial Account access or rights to Client’s Custodial Account to a third party, unless by operation of law or with the
express permission of Trust Company.



 


	●	Abuse Other Users: Interfere with another Trust Company user’s access to or use of any Custodial
Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited
to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate,
racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including,
without limitation, email addresses, without proper consent.



 


	●	Fraud: Activity which operates to defraud Trust Company, Trust Company users, or any other person;
provide any false, inaccurate, or misleading information to Trust Company.



 


	●	Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues
with cash prizes; Internet gaming; contests; sweepstakes; games of chance.



 


	●	Intellectual Property Infringement: Engage in transactions involving items that infringe or violate
any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited
to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization
from the rights holder; use of Trust Company intellectual property, name, or logo, including use of Trust Company trade or service
marks, without express consent from Trust Company or in a manner that otherwise harms Trust Company, or Trust Company’s brand;
any action that implies an untrue endorsement by or affiliation with Trust Company.



 


	●	Written Policies: Client may not use the Custodial Account or the Custodial Services in a manner
that violates, or is otherwise inconsistent with, any operating instructions promulgated by Trust Company.



 


Prohibited
Businesses


 


The following categories
of businesses, business practices, and sale items are barred from the Custodial Services (“Prohibited Businesses”).
The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to whether or not Client’s
use of the Custodial Services involves a Prohibited Business or has questions about how these requirements apply to Client, please
contact us at support@bitgo.com.


 




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By opening a Custodial
Account, Client confirms that Client will not use the Custodial Services in connection with any of the following businesses, activities,
practices, or items:


 


	●	Restricted Financial Services: Check cashing, bail bonds, collections agencies.



 


	●	Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit
music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.



 


	●	Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products
or services; sale of goods or services that are illegally imported or exported or which are stolen.



 


	●	Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco,
e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions;
gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services
with varying legal status on a state-by-state basis.



 


	●	Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed
for making or using drugs, such as bongs, vaporizers, and hookahs.



 


	●	Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not
been approved or verified by the applicable local and/or national regulatory body.



 


	●	Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect
as an illegal drug (e.g., salvia, kratom).



 


	●	Adult Content and Services: Pornography and other obscene materials (including literature, imagery
and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.



 


	●	Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs.



 


	●	Unfair, Predatory or Deceptive Practices: Investment opportunities or other services that promise
high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization
or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.



 


	●	Gambling Services.



 


	●	Weapons Manufacturers/Vendors.



 


	●	Hate Groups.



 


	●	Money Services: Gift cards; prepaid cards; sale of in-game currency unless the merchant is the
operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Custodial Services.



 


	●	Crowdfunding.



 


	●	Resell any of the Custodial Services or software.



 


	●	High-risk Businesses: any businesses that we believe pose elevated financial risk or legal liability.



 




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Conditional
Use


 


Express written
consent and approval from Trust Company must be obtained prior to using Custodial Services for the following categories of
business and/or use (“Conditional Uses”). Consent may be requested by contacting Trust Company at
support@bitgo.com. Trust Company may also require Client to agree to additional conditions, make supplemental representations
and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if Client uses the Custodial
Services in connection with any of the following businesses, activities, or practices:



 


	●	Charities: Acceptance of donations for nonprofit enterprise.



 


	●	Games of Skill: Games which are not defined as gambling under this Agreement or by Applicable Law,
but which require an entry fee and award a prize.



 


	●	Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.



 


	●	Digital Currency Services: Operation of a Bitcoin (“BTC”) ATM, BTC mining, BTC exchange,
or other high-risk Digital Currency service.



 




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SCHEDULE A: FEE SCHEDULE


 


The
monthly minimum fee adjustment is effective as of the 1st day of ______, 20____, (the Effective Date). The parties hereto
agree that the fees associated with the Custodial Services for Client shall be as set forth below. All capitalized terms not defined
herein shall have the meaning ascribed to that term in the Agreement.


 


1.
Onboarding Fee.


 


The Client implementation
fee set forth below is a one-time, flat fee assessed to cover onboarding and implementation costs (the “Onboarding Fee”):
The Onboarding Fee will be $___________ due upon the Effective Date.


 


		2.	Digital Custody Fee.



 


The Digital Custodial
Fee is a tiered fee charged monthly that is a percentage of the U.S. Dollar value of Client’s monthly Digital Assets held
in custodial wallets (“AUC”) and is based on a per cryptocurrency basis and defined
in the AUC schedule below. Tiers are cumulative.


 


	Assets Under Custody Fee1: 
	Range of Assets Under Custody
 ($ USD)	 	Basis Points
 (bps)
	$0 -	 	bps
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


3. Transaction
Fee.


 


Transaction Fees are
charged on all outgoing transactions from custodial and non-custodial Digital Asset wallets that
leave the Client’s Account. Fees are assessed at the end of each calendar month and based on a per-cryptocurrency basis as
defined in the Transaction Fee schedule below. Tiers are cumulative.


 


 






1 AUC Fees are
assessed at the end of each calendar month based on the USD volume of average holdings (per asset type) and are billed monthly.


 




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	Transaction Fee2:
	Range of Transaction Volume
 ($ USD)	 	Basis Points
 (bps)
	$0 -	 	bps
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


For
the purpose of calculating fees please consult: https://www.bitgo.com/resources/price-feeds for current information on how
BitGo computes USD value of digital currencies.


 


4. Settlement Fee.


 


_________bps


 


5. Monthly Minimum
Fee.


 


Aggregate monthly fees
(Digital Asset Custody Fees + Transaction Fees + Settlement Fees) are subject to a minimum charge of $____________ (“Monthly
Minimum Fee”) per month.


 


6. Optional Services.


 


Client may order the
following additional Service by initialing below:


 


_________Customer
API Endpoint:


 


7. Payment Terms.


 


Client shall pay such
fees and expenses to Trust Company within 30 days after the date of Trust Company’s invoice. Invoices may be provided by
electronic delivery. Payments shall be made to Trust Company in U.S. Dollars or Bitcoin. If any invoice is disputed in good faith,
Client shall pay all undisputed amounts and the disputed amount will be due and payable within 30 days after any such dispute has
been resolved either by agreement of the parties or in accordance with dispute resolution procedures in the Agreement. All late
payments and any disputed payments made after the resolution of such dispute shall bear interest accruing from the original payment
due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest
rate allowed by Applicable Law. Notwithstanding the foregoing, failure to pay fees and expenses by Client 45 days after the date
of Trust Company’s invoice (or the date enumerated in the Fee Schedule) for undisputed payments, or 45 days after the resolution
of disputed amounts, shall constitute a material breach of this Agreement. Client agrees that, without limitation of Trust Company’s
other rights and remedies, Trust Company shall have the right and authority, in its discretion, to liquidate any and all Digital
Assets in Client’s Account to cover any unpaid fees and expenses.


 


If a correct taxpayer
number is not provided to Trust Company, Client understands and agrees that Client may be subject to backup withholding tax at
the appropriate rate on any interest and gross proceeds paid to the account for the benefit of Client. Backup withholding taxes
are sent to the appropriate taxing authority and cannot be refunded by Trust Company.


 


 






	2	Transaction Fees are calculated on outgoing transactions only. For clarity, transfers by Client
to Non-custodial wallets offered under this Agreement under Client’s account will not be assessed Transaction Fees. Transaction
Fees are also exclusive of any network fees charged by the underlying blockchain.



 




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8. Initial
Payment.


 


Concurrent with the
execution of this Agreement, Client shall make an up-front payment to Trust Company of an amount equal to the Onboarding Fee plus
one Monthly Minimum Fee. The Initial Payment is non-refundable, and the Monthly Minimum Fee component thereof shall be applied
only towards the first month of Service Fees owed by Client under this Agreement.


 


By initialing below I
acknowledge, as an authorized representative of Client that I have read, understand and agree to the terms, amounts, and payment
details described on this Fee Schedule:


 


Initials:
_______


 


 


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