OMNIBUS AMENDMENT TO THE COINBASE PRIME BROKER AGREEMENT
Exhibit 10.2
OMNIBUS AMENDMENT TO THE COINBASE PRIME BROKER AGREEMENT
This Amendment (this “Amendment”) by and between Coinbase Inc., on behalf of itself and as agent for Coinbase Custody Trust Company, LLC and Coinbase Credit, Inc, and each entity listed on Schedule A (each a “Client”), is by and between the Coinbase Entities and Client and effective as of the last signature date set forth below (the “Effective Date”).
Each Client has entered into a Coinbase Prime Broker Agreement as amended detailed on Schedule
A. (each an “Agreement”)
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.
Each Coinbase Entity and Client may be individually referred to as a “Party” and collectively, the “Parties.”
WHEREAS, the Parties desire to
amend the Agreement as set forth in this Amendment.
NOW, THEREFORE,
in consideration of the mutual agreement as set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree to amend each applicable Agreement as
follows:
| 1. |
Amendments.
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| a. |
Exhibit A. Custodial Services Agreement.
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(i) Section 2.1. The existing Section 2.1 of each Agreement shall be deleted in its entirety and replaced with the below new Section 2.1.
2.1 In
General. The Custodial Services shall permit the Client (i) to hold its Vault Balance in its Custodial Account and transfer Digital Assets to and from its Trading Balance, (ii) to deposit supported Digital Assets from a public blockchain
address controlled by Client into its Custodial Account, (iii) subject to Section 2.2 of Exhibit A, withdraw supported Digital Assets from its Custodial Account to a public blockchain address controlled by Client and (iv) certain additional services
as may be agreed to between the Client and Coinbase Custody from time to time. Each such deposit or withdrawal shall be referred to as a “Custody Transaction” and shall conform to Instructions provided by Client through the Coinbase Prime Broker
Site. Client shall only withdraw or deposit Digital Assets to public blockchain addresses and accounts, in each case, for which Client has conducted the necessary Know Your Customer (“KYC”) and anti-money laundering (“AML”) due diligence as
determined by the Client using its commercially reasonable discretion; provided, for the avoidance of doubt, that withdrawals, deposits and other transfers performed by a Coinbase Entity hereunder are not considered withdrawals or deposits by Client
for purposes of this sentence. Digital Assets shall be held in Client’s Custodial Account in accordance with the terms of this Custody Agreement and shall not be commingled with other clients’ Digital Assets. Coinbase Custody reserves the right to
refuse to process or to cancel any pending Custody Transaction as required by applicable law or in response to a subpoena, court order or other binding government order, or to apply any restrictions on such Custody Transactions as agreed between the
Coinbase Entities and the Client under the Prime Broker Agreement, in each case as communicated to Client (with relevant details and rationale related to such restriction) as soon as reasonably practicable
where Coinbase Custody is permitted to do so, or if Coinbase Custody reasonably believes
that the Custody Transaction may violate or facilitate the violation of an applicable law, regulation or rule of a governmental authority or self-regulatory organization.
| (ii) |
Section 2.2. The below new sentence shall be
added to Section 2.2 of each Agreement.
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For the avoidance of doubt, notwithstanding anything to the contrary in this Coinbase Prime Broker Agreement,
while a Trade Credit remains unpaid, Client may make withdrawals of Digital Assets from the Custodial Account to public blockchain addresses provided that an amount equivalent to such Trade Credit is kept in the aggregate of the Borrower’s Trading
Balance and Vault Balance following such withdrawal. Subject to confirmation of the foregoing required minimum balance, Coinbase Custody shall process a withdrawal of Digital Assets from the Custodial Account to a public blockchain address within 12
hours of obtaining an Instruction from Client or Client’s Authorized Representatives.
| b. |
Exhibit D. Coinbase Post Trade Financing Agreement.
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(i) Section 5 Repayment of Trade Credits The existing Section 5 of each applicable Agreement shall be amended with the addition of the following paragraph.
Borrower acknowledges and agrees
that until any Trade Credit is repaid in accordance with Section 5 as applicable, Agent will keep an amount equivalent to such Trade Credit in the aggregate of the Borrower’s Trading Balance and Vault Balance; provided that immediately upon
repayment of such Trade Credit in full in accordance with Section 5, as applicable, Agent shall comply with Borrower’s instructions with respect to such amounts.
| 2. |
Counterparts. This Amendment may be executed in two or more counterparts (and
by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in a
portable document format (pdf) or by another electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.
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| 3. |
Ratification. Upon the Effective Date, the Agreement shall be, and be deemed
to be, modified and amended in accordance with this Amendment. Except as specifically amended hereby, all of the terms, provisions and conditions of the Agreement are in all respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect. The Agreement as amended by this Amendment sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter.
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| 4. |
Governing Law. This Amendment including its enforcement and any disputes
arising out of or relating to it shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of law principles.
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[Signature Page
Follows]
COINBASE, INC. For itself and as agent for the Coinbase Entities
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Head of Prime Finance
Date: September 25, 2025
Franklin ▇▇▇▇▇▇▇▇▇ Digital Holdings Trust on behalf of ▇▇▇▇▇▇▇▇
Bitcoin ETF, by Franklin Holdings, LLC not in its individual
capacity but solely as Sponsor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
Date: September 25, 2025
▇▇▇▇▇▇▇▇ Ethereum Trust on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ETF, by
Franklin Holdings, LLC not in its individual capacity but solely as
Sponsor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
Date: September 25, 2025
▇▇▇▇▇▇▇▇ Crypto Trust on behalf of Franklin Crypto Index ET, by
Franklin Holdings, LLC not in its individual capacity but solely as
Sponsor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
Date: September 25, 2025
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ET, by
Franklin Holdings, LLC not in its individual capacity but solely as
Sponsor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Chief
Financial Officer
Date: September 25, 2025
Schedule A
Clients
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Client Name
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Agreement
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Franklin ▇▇▇▇▇▇▇▇▇ Digital
Holdings Trust on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ETF
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Coinbase Prime Brokerage Agreement dated December 5th 2023
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▇▇▇▇▇▇▇▇ Ethereum Trust on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ETF
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Coinbase Prime Brokerage Agreement dated May 24th 2024
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Franklin Crypto Trust on behalf
of Franklin Crypto Index ETF
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Coinbase Prime Brokerage Agreement dated January 10th 2025
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust on behalf
of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ETF
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Coinbase Prime Brokerage Agreement dated September 25th 2025
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