0001137439-24-000039 Sample Contracts

SPONSOR AGREEMENT
Sponsor Agreement • January 8th, 2024 • Franklin Templeton Digital Holdings Trust • Commodity contracts brokers & dealers • Delaware

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of January 5, 2024, is made by and between Franklin Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Franklin Templeton Digital Holdings Trust, a statutory trust organized under the laws of Delaware (the “Trust”), both for itself and on behalf of its currently operating series, Franklin Bitcoin ETF (the “Fund”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST FRANKLIN HOLDINGS, LLC,
Agreement and Declaration of Trust • January 8th, 2024 • Franklin Templeton Digital Holdings Trust • Commodity contracts brokers & dealers • Delaware

This Amended and Restated Agreement and Declaration of Trust (the “Trust Agreement”), dated as of January 5, 2024, is between Franklin Holdings, LLC, a Delaware limited liability company, as sponsor (the “Sponsor”), and Delaware Trust Company, a Delaware trust company, as Delaware trustee (the “Trustee” or “Delaware Trustee”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR FRANKLIN TEMPLETON DIGITAL HOLDINGS TRUST
Authorized Participant Agreement • January 8th, 2024 • Franklin Templeton Digital Holdings Trust • Commodity contracts brokers & dealers • New York

This Authorized Participant Agreement (this “Agreement”) is entered into by and between Franklin Holdings, LLC, as sponsor (the “Sponsor”) of Franklin Templeton Digital Holdings Trust (the “Trust”), and each series of the Trust listed on Annex I to this Agreement (each, a “Fund” and, collectively, the “Funds”), ________________ (the “Authorized Participant” or the “AP”), and The Bank of New York Mellon (the “Administrator” or “Transfer Agent”), as administrator and transfer agent of the Trust and each Fund. The Sponsor, the Authorized Participant and the Administrator acknowledge and agree that the Trust shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein.

AMENDMENT TO THE COINBASE PRIME BROKER AGREEMENT
The Coinbase Prime Broker Agreement • January 8th, 2024 • Franklin Templeton Digital Holdings Trust • Commodity contracts brokers & dealers

This Amendment (“Amendment”), dated as of October 18, 2023, dated by and between Coinbase Inc., (“Coinbase”), on behalf of itself and as agent for Coinbase, Coinbase Custody Trust Company (“Coinbase Custody”), and, as applicable, Coinbase Credit, Inc. (“Coinbase Credit,” and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), and the party or parties identified as a client thereunder (as such Coinbase Prime Broker Agreement may have been amended from time to time, the “Original Agreement”), is entered into by the Coinbase Entities and Block, Inc.. Each Coinbase Entity and each Client may be individually referred to as a “Party” and collectively, the “Parties”.

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