Exhibit 10.2

CUSTODIAL SERVICES AGREEMENT

Hashdex Nasdaq Crypto Index US ETF

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Fidelity Digital Asset Services, LLC THIS CUSTODIAL SERVICES AGREEMENT (this “Agreement”) is made on June 27, 2025 (the “Effective Date”), by and between Hashdex Nasdaq Crypto Index US ETF, (the “Client”), with Hashdex Asset Management Ltd. as Sponsor acting on behalf of Client, and Fidelity Digital Asset Services, LLC (the “Custodian”, and collectively with the Client, the “Parties,” and each individually, a “Party”).

“Affiliated Agent” has the meaning set forth in Section 12.C.iii.

“Assets” means Cash and Eligible Assets that have been Delivered to the Custodian to be credited to one or more Custody Accounts established and maintained by the Custodian on behalf of the Client, in each case until such Assets are withdrawn or cease to be Assets pursuant to this Agreement. Assets shall also mean any Forked Digital Asset that the Custodian, in its sole discretion, chooses to support pursuant to Section 8 hereof.

“Authenticated Instruction” means an Instruction that has been confirmed as originating from an Authorized Person through a video conference call, the use of a mobile phone application or hardware security module or other method of authentication in accordance with procedures specified by the Custodian from time to time as required to be used in connection with the services hereunder.

“Authorized Person” has the meaning set forth in Section 5.A.

“Blockchain Address” means a public address on a blockchain in which a record of Eligible Assets can be held (including, without limitation, a bitcoin address for the asset commonly known as bitcoin).

“Business Day” means any day on which the Federal Reserve Bank of New York is open for business.

“Cash” has the meaning set forth in Section 2.A.ii.

“Cash Credit Request” has the meaning set forth in Section 3.D.

“Cash Custody Account” has the meaning set forth in Section 2.A.ii.

“Cash Debit Request” has the meaning set forth in Section 3.E.

“Client Digital Assets” has the meaning set forth in Section 2.B.i.

“Confidential Information” has the meaning set forth in Section 18.

“Custody Account” has the meaning set forth in Section 2.A.ii.

“Cut-Off Time” has the meaning set forth in Section 5.G.

“Delivery” (or “Deliver” or “Delivered”) means the transfer of Eligible Assets to one or more Blockchain Addresses controlled by the receiving Party and provided by the receiving Party to the sending Party for such transfer. Eligible Assets shall be considered Delivered to the Custodian after the prevailing number of network confirmations as required by the Custodian from time to time have occurred on the blockchain used for the transaction transferring the Eligible Assets.

“Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value.

“Digital Asset Credit Request” has the meaning set forth in Section 3.A.

“Digital Asset Debit Request” has the meaning set forth in Section 3.B.

“Digital Asset Custody Account” has the meaning set forth in Section 2.A.i.

“Eligible Assets” mean Digital Assets that are supported by the Custodian in its sole discretion on any given date in accordance with Section 2.D.

“Fee Schedule” means the schedule referred to in Section 12.D.i, as annexed hereto.

“Force Majeure Event” means any event due directly or indirectly to any cause or condition beyond the reasonable control of the Custodian, such as, but not limited to: changes in the functioning or features of Eligible Assets or the software protocols that govern their operation; sabotage or fraudulent manipulation of the protocols or network that govern Eligible Assets; changes in applicable Law; cybersecurity attacks, hacks or other intrusions; unavailability or malfunction of wire, communications or other technological systems; suspension or disruption of trading markets; requisitions; involuntary transfers; failure of utility services; fire; flooding; adverse weather or events of nature; explosions; acts of God, civil commotion, strikes or industrial action of any kind; riots, insurrection, terrorist acts; war (whether declared or undeclared); or acts of government or government agencies (U.S. or foreign).

“Fork” means a change in the consensus rules of a network for a Digital Asset, as further described in Schedule 3.

“Forked Digital Asset” means the resulting branches of a Digital Asset that has undergone a Fork.

“Governmental Authority” means any governmental body at the supranational, national, state, county, province, city, municipal, local or any other level, any agency, authority, instrumentality, regulatory body, quasi-regulatory authority, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity or subdivision exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, securities exchange or self-regulatory organization, in each case in any jurisdiction.

“Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5, 2006, 17 U.S.T. 401, 46 I.L.M. 649 (entered into force April 1, 2017).

“Ineligibility Determination” has the meaning set forth in Section 2.D.

“Instructions” mean communications, including entitlement orders, received by the Custodian through an on-line communication system, by e-mail, or other method or system, as specified by the Custodian from time to time as available for use in connection with the services hereunder.

“Law” means each of the following, including any updates thereto throughout the Term, to the extent applicable: any and all supranational, national, state, provincial or local laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with), any Governmental Authority or other regulatory authority, including export laws, sanctions regulations, and all federal and state statutes or regulations relating to banking, stored value, money transmission, unclaimed property, payment processing, telecommunications, unfair or deceptive trade practices or acts, anti-corruption, trade compliance, anti-money laundering, terrorist financing, “know your customer,” securities, commodities, derivatives, other financial products or services, privacy or data security.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, proprietorship, governmental body or other entity, association or organization of any nature. Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

“Proper Instructions” has the meaning set forth in Section 5.B.

“Sponsor” means the Sponsor of the Client, the Hashdex Asset Management Ltd.

“System Failure” means a failure of any computer hardware or software used by the Custodian or a service provider to the Custodian, or any telecommunications lines or devices used by the Custodian or a service provider to the Custodian.

“Taxes” means all federal, state, local, foreign, and other taxes, government fees or the like, including, without limitation, income taxes, estimated taxes, alternative minimum taxes, franchise taxes, capital stock taxes, sales taxes, use taxes, ad valorem, or value-added taxes, employment and payroll-related taxes, withholding taxes, and transfer taxes, whether or not measured in whole or in part by net income, and all deficiencies, or other additions to tax, interest thereon, and fines and penalties imposed in connection therewith.

“Trade Order” has the meaning set forth in Section 4.A.

“UCC” means the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

The Custodian shall act in good faith and use reasonable care in the selection and continued appointment of unaffiliated depositories, subcustodians, subcontractors or agents.

The Client agrees that the Assets will be finally distributed, transferred and delivered to the Client only upon the Client’s indefeasible payment in full of any amounts due and owing to the Custodian hereunder.

If the Client, upon demand, fails to pay the Custodian any required amount in respect of any Asset subject to this Agreement, the Custodian may, without notice to the Client (except as required by Law) and at any time appropriate, sell such Asset and/or exercise in respect of each such Asset any and all the rights and remedies of a secured party on default under applicable Law.

In addition to all rights and remedies available to the Custodian under applicable Law, the Custodian shall have, and the Client hereby grants to the Custodian, a continuing lien on and valid and perfected first-priority security interest in all Assets in the Custody Account as security for the prompt and complete payment and performance of all obligations until the satisfaction of all liabilities of the Client to the Custodian arising under this Agreement, including without limitation liabilities in respect of any fees and expenses or credit exposures in relation to the Custody Account incurred in the performance of services under this Agreement. Custodian shall have all the remedies of a secured party under the Uniform Commercial Code in effect in the Commonwealth of Massachusetts. The Client shall not grant any other Person a lien, security interest, charge or similar rights or claims against the Assets without the Custodian’s prior written consent.

Without limiting any other rights and remedies of the Custodian under this Agreement or applicable Law, to the extent permitted by applicable Law, the Custodian may, with prior notice to the Client, set off any payment obligation owed to the Custodian by the Client against any payment obligations owed by the Custodian to the Client, regardless of the place of payment, delivery and/or currency of any obligation (and for such purposes may make any necessary conversions of currencies or Digital Assets). If any obligation is unliquidated or unascertained, the Custodian may set off an amount estimated by the Custodian in good faith to be the amount of that obligation.

The Client shall examine each statement sent by the Custodian and notify the Custodian in writing within five (5) Business Days of the date of such statement of (A) any discrepancy between Instructions given by the Client and the position shown on the statement and (B) any other errors known to the Client. Absent such timely notification, the Custodian’s liability for any loss or damage in regards to such discrepancy shall not accrue beyond such five (5) Business Day period.

Each of the Custodian and the Client agrees that it will maintain any confidential and proprietary information disclosed to it by the other Party hereto (“Confidential Information”), in a confidential manner using the same care it uses to protect the confidentiality of its own confidential information, and will not use for its own benefit or otherwise the Confidential Information of the other Party except (x) as expressly authorized by this Agreement and to the extent necessary for performance of this Agreement or (y) upon the prior written consent of the other Party; provided, however, that each of the Custodian and the Client may disclose any such confidential or proprietary information of the other Party to those of its (a) affiliates and its and their officers, directors, and employees (“Affiliate Representatives”) who need to know such information for purposes of this Agreement, and (b) agents (including its accountants, attorneys and financial advisors), service providers, and contractors (“Other Representatives”) who need to know such information to support a Party’s performance of its obligations or exercise of its rights under this Agreement and who are bound by confidentiality obligations consistent with the terms hereof. Notwithstanding the foregoing, Confidential Information shall not include information that was (a) publicly available prior to disclosure by such disclosing party; (b) already in the receiving party’s possession and not subject to an obligation of confidentiality; (c) obtained by the receiving party from a third party without restriction on disclosure; (d) entirely independently developed by the receiving party without reference to any Confidential Information of the disclosing party; and (e) the tax treatment and any facts that may be relevant to the income tax consequences of the transactions contemplated by this Agreement. The Client shall treat the terms of this Agreement, including the fees set forth on Schedule 1 hereto, as Confidential Information.

If, at any time, the receiving party is required by law or regulation to make any disclosure of any of the Confidential Information, by summons, subpoena, judicial or administrative order or otherwise, the receiving party shall (to the extent permissible and practicable under the circumstances) give prompt prior written notice of such requirement to the disclosing party and permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide reasonable cooperation and assistance to the disclosing party in lawful efforts to resist, limit or delay disclosure at the disclosing party’s sole expense. Notwithstanding the foregoing, the Custodian may disclose the Client’s Confidential Information to the Custodian’s regulators without any notice thereof.

The receiving party shall promptly notify the disclosing party in writing of any loss, or use, access or disclosure of Confidential Information of the disclosing party in violation of this Agreement promptly following recipient’s discovery and shall promptly take measures to minimize the effect and prevent its recurrence. The receiving party shall be liable under this Agreement to the disclosing party for any loss, or access, use, or disclosure in violation of this Agreement by itself, its Affiliates Representatives, or its Other Representatives.

The Client acknowledges that the names and logos of the Custodian and its affiliates including, but not limited to, “Fidelity”, “Fidelity InvestmentsÒ” and “Fidelity Digital Assets” (collectively, “Names”) are proprietary trademarks and trade names and are of significant value and importance. Client will not undertake any written or oral sales, advertising, press release, marketing, promotional or solicitation activities which identify, make reference to or otherwise use these Names, or suggest either orally or in writing that Client is an agent or partner of, affiliated with or in any way part of the Fidelity organization, except as otherwise approved in writing by the Custodian. No reference to the Custodian or Fidelity companies may be made in such a way as to potentially mislead customers of the Client.

Notwithstanding the preceding paragraph, during the term of this Agreement, Client shall have permission to use the Custodian’s full legal entity name, Fidelity Digital Asset Services, LLC or its associated trade name, Fidelity Digital Assets, (a) in communications to regulatory authorities having jurisdiction over the Client and (b) in non-public communications with its own current or prospective customers or investors when referring to the Custodian as providing custody, trade execution or other applicable services, as the case may be, as a simple statement of fact, in each case, without providing notice to, or receiving prior written consent from the Custodian.

[signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

Schedule 1

[Reserved]

Schedule 2

[Reserved]

Schedule 3

[Reserved]

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Exhibit 10.3

MASTER PURCHASE AGREEMENT

Cumberland DRW LLC, a Delaware limited liability company (“Cumberland”) and the Counterparty identified below (“Counterparty” and, together with Cumberland, the “Parties” and each a “Party”) are entering into this Master Purchase Agreement as of the date set forth below.

By signing below, Counterparty agrees to be bound by this Master Purchase Agreement, including the attached Terms of Business (Appendix I), the attached Settlement Terms (Appendix II) and the attached Supplemental Terms (Appendix III) (each of which Counterparty hereby acknowledges receiving), which are incorporated by reference herein, and represents that all information provided below is accurate and complete.

BY SIGNING BELOW, COUNTERPARTY ACKNOWLEDGES THAT THIS MASTER PURCHASE AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 5.5 OF THE TERMS OF BUSINESS AND THAT COUNTERPARTY HAS RECEIVED, READ, UNDERSTOOD, AND AGREED TO THE TERMS THEREOF.

The individual signing below represents and warrants to Cumberland that he or she is duly authorized and has legal capacity to execute and deliver this Master Purchase Agreement.

Counterparty Name:	Hashdex Nasdaq Crypto Index US ETF
Signature:	/s/ Bruno Sousa
Name:	Bruno Sousa
Title:	Director
Date:	7/16/2025

Counterparty Address for Notices:

Rua Ataulfo de Paiva 1120, Leblon, Rio de Janeiro, Rio de Janeiro CEP: 22.440-035, Rio de Janeiro, Rio de Janeiro, Brazil, 22.440-035

Attention: Diogo Bezerra

Email: compliance@hashdex.com

Jurisdiction in which Counterparty was organized/formed (if applicable): United States, Delaware

Counterparty type of entity (corporation, limited liability company, etc.) (if applicable): Trust

APPENDIX I
TERMS OF BUSINESS

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Section 1.1:

“Affiliate” shall mean any entity controlling, controlled by or under common control with a Party.

“Applicable Law” shall mean all applicable constitutions, statutes, regulations, rules, judgments, orders, judicial decisions, decrees, rulings, charges, ordinances, and other requirements of any government, governmental agency, or court.

“Applicable Pricing Source” shall mean the index, exchange, cryptoasset pricing service, or other pricing source or methodology to be mutually agreed between the Parties, provided, however, that if such index, exchange, cryptoasset pricing service or other pricing source or methodology (i) is unavailable at a relevant time for purposes of determining the Reference Price, or (ii) reflects a price for the relevant cryptoasset at a relevant time for purposes of determining the Reference Price, that Cumberland reasonably determines is an obvious error (i.e., the reflected price is substantially inconsistent with current trading patterns such that Cumberland reasonably determines the such price to be a manifest error), then any index, exchange, cryptoasset pricing service, or other pricing source or methodology as selected in good faith by Cumberland.

“Agreement” shall mean, collectively, this Master Purchase Agreement completed and executed by Counterparty, including these Terms of Business, the Settlement Terms set forth as Appendix II and the Supplemental Terms set forth as Appendix III.

“Business Day” shall mean any day which is not a Saturday or Sunday or a bank holiday in the United States.

“Continuously-Calculated TWAP” shall mean a continuous average of the Reference Price over the Pricing Period as calculated by Cumberland using its proprietary averaging methodology.

“Counterparty Purchased Cryptoassets” shall mean, with respect to a transaction in which Cumberland is selling cryptoassets to Counterparty, the number of units of such cryptoasset to be sold.

“Counterparty Purchase Price” shall mean, with respect to a transaction in which Cumberland is selling cryptoassets to Counterparty, the price to be paid by Counterparty to Cumberland for the relevant Counterparty Purchased Cryptoassets, which purchase price may be denominated in a fiat currency or another cryptoasset.

“Counterparty Wallet” shall mean the applicable location, wallet, address, account or storage device designated by Counterparty for delivery or receipt of cryptoassets hereunder.

“Cumberland Discount” shall mean the discount from the Reference Price at which Cumberland shall purchase the relevant cryptoasset from Counterparty via a TWAP Trade.

“Cumberland Premium” shall mean the premium to the Reference Price at which Cumberland shall sell the cryptoasset to Counterparty via a TWAP Trade.

“Cumberland Purchased Cryptoassets” shall mean, with respect to a transaction in which Cumberland is purchasing cryptoassets from Counterparty, the number of units of such cryptoasset to be purchased.

“Cumberland Purchase Price” shall mean, with respect to a transaction in which Cumberland is purchasing cryptoassets from Counterparty, the price to be paid by Cumberland to Counterparty for the relevant Cumberland Purchased Cryptoassets, which purchase price may be denominated in a fiat currency or another cryptoasset.

“Cumberland Wallet” shall mean the applicable location, wallet, address, account or storage device designated by Cumberland for delivery of cryptoassets.

“Interval-Calculated TWAP” shall mean the sum of all Reference Prices at applicable Pricing Intervals during the Pricing Period, divided by the total number of Pricing Intervals in the Pricing Period.

“Non-U.S. Bank” shall mean an organization that (i) is organized under the laws of a country other than the United States, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the United States branches or agencies of a non-U.S. bank.

“Non-U.S. Shell Bank” shall mean a Non-U.S. Bank without a Physical Presence in any country, but does not include a regulated affiliate.

“OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.

“Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank

(i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

“Pricing Interval” shall mean the interval of time during the Pricing Period at which Cumberland shall measure or otherwise determine the Reference Price in calculating an Interval-Calculated TWAP.

“Pricing Period” shall mean the aggregate period of time over which the Time-Weighted Average Price shall be calculated.

“Reference Price” shall mean the price per unit of the relevant cryptoasset in U.S. Dollars as reflected by the Applicable Pricing Source at a given time, as determined by Cumberland.

“Time-Weighted Average Price” shall mean either (i) an Interval-Calculated TWAP, or (ii) a Continuously-Calculated TWAP, in each case as calculated by Cumberland in its reasonable discretion.

“Trading System” shall mean Cumberland’s proprietary electronic trading system.

“TWAP Trade” shall mean a transaction that is priced by reference to a Time-Weighted Average Price.

“TWAP Trade Quantity” shall mean the total number of units of the relevant cryptoasset to be bought or sold by Counterparty via a TWAP Trade.

ARTICLE 2

SALE AND PURCHASE OF CRYPTOASSETS

Section 2.1 Trading Procedures. During the term of this Agreement and at such times as mutually agreed by the Parties, the Parties may effect transactions in cryptoassets in accordance with the procedures set forth in this Section 2.1 of Appendix I, except that the procedures by which the Parties may effect TWAP Trades are set forth in Section 2.2 of this Appendix I, and the procedures by which the Parties may effect cryptoasset transactions via the Trading System are set forth in Addendum A to this Appendix I.

(a) Counterparty may submit to Cumberland, via electronic and/or telephonic communication, a request to purchase or sell a specified cryptoasset (a “Trade Request”) on either a spot or forward basis.

(b) Upon receipt of a Trade Request, Cumberland may provide to Counterparty, via electronic and/or telephonic communication, a price (which may be denominated in a fiat currency or another cryptoasset) at which it is willing to sell or purchase (as the case may be) a specified quantity of such cryptoasset (a “Cumberland Quote”).

(c) Counterparty must accept a Cumberland Quote by electronic and/or telephonic communication within ten (10) seconds of the time the electronic communication is sent or the time of the telephonic communication (the “Acceptance Window”); provided, however, that Cumberland may withdraw a Cumberland Quote by electronic or telephonic communication at any time prior to Counterparty accepting such Cumberland Quote or the expiry of the Acceptance Window.

(d) If Counterparty accepts the Cumberland Quote within the Acceptance Window, a binding transaction will be deemed to have been executed at the time of acceptance (the “Time of Acceptance”), on the terms set forth in the Cumberland Quote (a “Completed Trade”)

(e) If the Cumberland Quote is not accepted within the Acceptance Window, the Cumberland Quote shall be deemed to be rejected and expire and no transaction shall be effected in respect of such Cumberland Quote.

(f) Notwithstanding Sections 2.1(a) – (d) above, to the extent that Counterparty requests Cumberland Quotes, or receives Cumberland Quotes, through a third-party platform or provider of any sort (a “Third- Party Quote Provider”) and not directly from Cumberland, then Counterparty may, in response to such Cumberland Quote, request, through the Third- Party Quote Provider, to transact with Cumberland on the basis of such Cumberland Quote. If Cumberland accepts such request to transact, a Completed Trade will be deemed to have been executed at the Time of Acceptance by Cumberland.

(g) If Cumberland determines that a Cumberland Quote contained an obvious error with respect to the prices or amounts set forth therein (i.e., execution of a Completed Trade at a price or quantity that is substantially inconsistent with current trading patterns such that Cumberland reasonably determines the price or quantity to be a manifest error), then Cumberland shall have the right to cancel the Completed Trade based upon such Cumberland Quote by delivering notice by any electronic means to Counterparty within two (2) minutes after the Time of Acceptance by Counterparty or Cumberland, as applicable.

Section 2.2 TWAP Trade Execution. TWAP Trades may be effected between the Parties pursuant to the following procedures:

(a) The Parties may execute a TWAP Trade by agreeing in writing to the following terms:

(i) the cryptoasset to be bought/sold by Counterparty;

(ii) whether Counterparty will buy or sell the cryptoasset;

(iii) the TWAP Trade Quantity;

(iv) the Applicable Pricing Source;

(v) the Cumberland Discount or Cumberland Premium (as applicable);

(vi) whether the Time-Weighted Average Price will be an Interval-Calculated TWAP or a Continuously-Calculated TWAP, and if an Interval-Calculated TWAP is to be used, the Pricing Interval;

(vii) the Pricing Period; and

(viii) either (A) a Counterparty Delivery Time, which shall apply to such TWAP Trade and supersede clauses (i) through (iv) of the definition of Counterparty Delivery Time set forth in Appendix II, or (B) that the TWAP Trade will be subject to net settlement pursuant to Paragraph (c) of Appendix II (in which case clause (v) of the definition of Counterparty Delivery Time in Appendix II shall apply).

(b) A Completed Trade shall be deemed to have been executed when the Parties have agreed upon all of the foregoing terms in writing.

(c) If Counterparty is selling cryptoassets, the Cumberland Purchase Price shall be a notional value as calculated by Cumberland in its reasonable discretion and expressed in U.S. Dollars equal to:

(i) the TWAP Trade Quantity, multiplied by

(ii) the product of (A) the Time-Weighted Average Price for such TWAP Trade, multiplied by (B) one minus the Cumberland Discount.

(d) If Counterparty is purchasing cryptoassets, the Counterparty Purchase Price shall be a notional value as calculated by Cumberland in its reasonable discretion and expressed in U.S. Dollars equal to:

(i) the TWAP Trade Quantity, multiplied by

(ii) the product of (A) the Time-Weighted Average Price for such TWAP Trade, multiplied by (B) one plus the Cumberland Premium.

Section 2.3 Trade Summary. Following the execution of a Completed Trade, Cumberland shall send to Counterparty a summary of the terms of such Completed Trade.

(a) Such summary for a Completed Trade that is not a TWAP Trade will include: (i) the type of cryptoassets to be purchased or sold; (ii) whether Cumberland is selling or purchasing the relevant cryptoassets; (iii) the Counterparty Delivery Time, if the Completed Trade is a forward trade; (iv) where Cumberland is selling the relevant cryptoassets, the Counterparty Purchased Cryptoassets and the Counterparty Purchase Price; and (v) where Cumberland is purchasing the relevant cryptoassets, the Cumberland Purchased Cryptoassets and the Cumberland Purchase Price.

(b) Such summary for a Completed Trade that is a TWAP Trade, will include the terms agreed upon by the Parties pursuant to Section 2.2(a) of this Appendix I above.

(c) The Parties acknowledge and agree that (i) the failure of Cumberland to send a summary of the terms of a Completed Trade shall not (A) affect the validity of a Completed Trade or (B) constitute an Event of Default under Section 4.1 of this Appendix I, and (ii) in the event of any discrepancy between any such summary and the terms of this Agreement (including the Counterparty Delivery Time and other settlement terms set forth in Appendix II), the terms of this Agreement shall prevail.

Section 2.4 Purchase and Sale. For each Completed Trade, Counterparty or Cumberland, as the case may be, will sell, transfer and deliver, and the other Party will purchase, all right, title and interest in and to the Cumberland Purchased Cryptoassets or the Counterparty Purchased Cryptoassets, respectively, in accordance with the Settlement Terms set forth in Appendix II.

Section 2.5 Term. This Agreement shall remain in effect until terminated in writing by either Party; provided, however, that any termination shall not affect the Parties’ rights or obligations with respect to any Completed Trades entered into prior to such termination. Sections 2.6 and 2.7 of Appendix I, Article 5 of Appendix I, Section 12 of Addendum A to Appendix I, and Paragraph (d) of Appendix II shall survive termination of this Agreement.

Section 2.6 Data. With respect to any Cumberland Quote, market data or other data or information that Cumberland provides (either directly or through a Third-Party Quote Provider or other third-party) to Counterparty, Counterparty agrees that such Cumberland Quote, data or information is proprietary to Cumberland or its licensors, and Counterparty will not (i) distribute, retransmit, display or otherwise disclose or make available such Cumberland Quote, market data or other data or information to third parties except as required by Applicable Law, nor (ii) enhance, alter or make derivative works from such Cumberland Quote, market data or other data or information, or combine such Cumberland Quote, market data or other data or information with any other information without the prior written consent of Cumberland.

Section 2.7 Third-Party Quote Providers. To the extent that Counterparty requests Cumberland Quotes, or receives Cumberland Quotes, through a Third-Party Quote Provider, Counterparty (i) agrees that Cumberland shall have no liability or responsibility whatsoever for any acts or omissions of any such Third-Party Quote Provider, (ii) agrees to hold Cumberland, its Affiliates and their respective officers, managers, employees, agents and contractors (the “Cumberland Parties”) harmless from, and indemnify them against, any losses, costs, expenses, claims, or damages of any sort (“Losses”) suffered as a result of the acts or omissions of any Third-Party Quote Provider, and (iii) covenants not to sue any Cumberland Party in connection with any Losses suffered or claimed as the result of the act or omission of any Third-Party Quote Provider.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Cumberland Representations and Warranties. Cumberland represents and warrants to Counterparty as follows, which representations and warranties shall be deemed to be continuing during the term of this Agreement:

(a) Cumberland is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Cumberland has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Cumberland of this Agreement, the performance by Cumberland of its obligations hereunder and the consummation by Cumberland of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Cumberland.

(b) This Agreement has been duly executed and delivered by Cumberland and (assuming due authorization, execution and delivery by Counterparty) constitutes a valid and legally binding obligation of Cumberland, enforceable against Cumberland in accordance with its terms, except as limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

(c) Neither the execution and delivery of this Agreement, nor the execution or consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Cumberland is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Cumberland is a party.

(d) None of Cumberland, any Person who controls Cumberland, nor any direct or indirect owner of Cumberland: (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (ii) is a Non-U.S. Shell Bank; or (iii) resides in or transfers funds from or through an account in Cuba, Iran, North Korea, or in any other country or territory included on a list of prohibited jurisdictions provided in writing by Cumberland to Counterparty.

(e) With respect to any cryptoassets that Cumberland sells, transfers and/or delivers to Counterparty hereunder, Cumberland is the lawful owner of such cryptoassets with good and marketable title thereto, and Cumberland has the absolute right to sell, assign, convey, transfer and deliver such cryptoassets. Such cryptoassets are free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

(f) Cumberland is the sole owner of all cryptoassets in each Cumberland Wallet, and no Person, other than Cumberland, has any right, title, or interest in any such cryptoassets. Each Cumberland Wallet is controlled by, and operated solely for the benefit of, Cumberland.

(g) With respect to any fiat currency that Cumberland transfers and/or delivers to Counterparty hereunder, Cumberland is the lawful owner of such fiat currency and Cumberland has the absolute right to transfer and/or deliver such fiat currency to Counterparty. Such fiat currency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

(h) Cumberland is engaging in transactions under this Agreement on a principal basis for its own account. Cumberland is not engaging in transactions under this Agreement as a broker, agent or other similar capacity on behalf of a third party.

Section 3.2 Counterparty Representations and Warranties. Counterparty hereby represents and warrants to Cumberland as follows, which representations and warranties shall be deemed to be continuing during the term of this Agreement:

(a) The information relating to Counterparty set forth on the cover page of this Master Purchase Agreement, the information provided by Counterparty relating to the Counterparty Bank Account, and any other information provided by Counterparty to Cumberland in connection with Cumberland’s onboarding procedures or periodic KYC/AML requests is, in each case, true and complete in all respects, except to the extent that Counterparty has provided prompt notice of any change to Cumberland.

(b) If Counterparty is not a natural person, Counterparty is validly existing and in good standing under the laws of the jurisdiction in which it was formed. Counterparty has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. If Counterparty is not a natural person, the execution and delivery by Counterparty of this Agreement, the performance by Counterparty of its obligations hereunder and the consummation by Counterparty of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Counterparty.

(c) This Agreement has been duly executed and delivered by Counterparty and (assuming due authorization, execution and delivery by Cumberland) constitutes a valid and legally binding obligation of Counterparty, enforceable against Counterparty in accordance with its terms, except as limited by applicable bankruptcy, liquidation, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

(d) Neither the execution and delivery of this Agreement, nor the execution or consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Counterparty is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Counterparty is a party.

(e) None of Counterparty, any Person who controls Counterparty if Counterparty is not a natural person, nor any direct or indirect owner of Counterparty: (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (ii) is a Non- U.S. Shell Bank; or (iii) resides in or transfers funds from or through an account in Cuba, Iran, North Korea, or in any other country or territory included on a list of prohibited jurisdictions provided in writing by Cumberland to Counterparty.

(f) With respect to any cryptoassets that Counterparty sells, transfers and/or delivers to Cumberland hereunder, Counterparty is the lawful owner of such cryptoassets with good and marketable title thereto, and Counterparty has the absolute right to sell, assign, convey, transfer and deliver such cryptoassets. Such cryptoassets are free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

(g) Counterparty is the sole owner of all cryptoassets in each Counterparty Wallet, and no Person, other than Counterparty, has any right, title or interest in any such cryptoassets. Each Counterparty Wallet is controlled by, and operated solely for the benefit of, Counterparty.

(h) With respect to any fiat currency that Counterparty transfers and/or delivers to Cumberland hereunder, Counterparty is the lawful owner of such fiat currency and Counterparty has the absolute right to transfer and/or deliver such fiat currency to Cumberland. Such fiat currency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

(i) Counterparty is engaging in transactions under this Agreement on a principal basis for its own account. Counterparty is not engaging in transactions under this Agreement as a broker, agent or other similar capacity on behalf of a third party.

(j) No agent, broker, finder or other third party acting on behalf of Counterparty is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee from Cumberland in connection with the transactions contemplated by this Agreement.

Section 3.3 Acknowledgments. Each Party agrees, understands and acknowledges that:

(a) The other Party is not providing and will not provide any fiduciary, advisory, exchange or other similar services to such Party or any Person related to or affiliated with such Party, or in connection with any transaction subject to this Agreement.

(b) Such Party is solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction.

(c) In entering into any transaction subject to this Agreement, such Party has not relied on any statement or other representation of the other Party other than as expressly set forth herein.

ARTICLE 4

EVENTS OF DEFAULT

Section 4.1 Events of Default. Each of the following shall be deemed an “Event of Default” by a Party:

(a) such Party fails to comply with any provision of, or perform any obligation under, this Agreement, including an obligation to deliver to the other Party the Counterparty Purchase Price, Counterparty Purchased Cryptoassets, Cumberland Purchase Price, or Cumberland Purchased Cryptoassets, as the case may be, in connection with any Completed Trade in accordance with the Settlement Terms set forth on Appendix II;

(b) any representation or warranty made by such Party is not or ceases to be true or correct in any material respect;

(c) such Party has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof; (d) such Party states that it is unable to pay its debts upon maturation;

(e) any regulatory authority with jurisdiction over such Party suspends the conduct of such Party’s usual business or revokes any material authorizations, memberships, licenses or other similar approvals, in each case, in any manner that would reasonably be expected to adversely affect the performance of such Party’s obligations under this Agreement; or

(f) an Event of Default, Potential Event of Default or Termination Event (as defined in the applicable ISDA Master Agreement) has occurred and is continuing with respect to such Party under any ISDA Master Agreement between (i) Cumberland or any of its Affiliates, on the one hand, and

(ii) Counterparty or any of its Affiliates, on the other hand.

Section 4.2 Cumberland Remedies. Upon the occurrence of an Event of Default by Counterparty, Cumberland shall have the right, in its sole discretion, to take any of the following actions:

(a) Cancel and terminate any Completed Trade that has not yet settled and require Counterparty to pay Cumberland an amount reasonably determined by Cumberland to compensate it for any and all losses, costs, expenses, and fees incurred in connection with such cancelled trade, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position.

(b) Set off and net any obligations of Cumberland to Counterparty against any obligations of Counterparty to Cumberland;

(c) Terminate any or all of Cumberland’s obligations for future performance to Counterparty; and

(d) Take such other actions as Cumberland, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

Section 4.3 Counterparty Remedies. Upon the occurrence of an Event of Default by Cumberland, Counterparty shall have the right, in its sole discretion, to seek all such remedies available to Counterparty in law or equity as Counterparty deems necessary or appropriate for its protection, all without notice or advertisement.

ARTICLE 5

MISCELLANEOUS

Section 5.1 Amendments; Waivers. Counterparty agrees that Cumberland may amend the provisions of this Agreement at any time upon fifteen (15) days’ notice to Counterparty. Counterparty acknowledges and agrees that by continuing to trade with Cumberland after such notice period, Counterparty accepts any such amendments to this Agreement, provided, however, that such amendments shall not affect the Parties’ obligations with respect to any Completed Trades entered into prior to such amendments unless expressly agreed to by both Parties in writing. This Agreement may not be otherwise amended without the prior written consent of Cumberland. No consent with respect to any action or omission by a Party shall operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy or power provided herein or by law or at equity.

Section 5.2 Assignment; Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Counterparty may not assign or delegate its rights or obligations hereunder without the prior written consent of Cumberland, which may be withheld in Cumberland’s sole discretion. Cumberland may not assign or delegate its rights or obligations hereunder without the prior written consent of Counterparty, except that no such consent shall be required in connection with an assignment or delegation by Cumberland to any Affiliate of Cumberland.

Section 5.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under Applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 5.4 Descriptive Headings and Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless otherwise indicated, references to Sections herein are references to Sections of this Agreement.

Section 5.5 Governing Law; Venue; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. Subject to Section 5.5(b), each Party hereby agrees that (i) any and all litigation arising out of this Agreement shall be conducted only in state or federal courts located in the State of Illinois, and (ii) such courts shall have the exclusive jurisdiction to hear and decide such matters. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

(b) Notwithstanding anything to the contrary contained in Section 5.5(a), Counterparty hereby agrees that Cumberland shall have the right to elect to arbitrate and compel arbitration of any dispute hereunder through final and binding arbitration before JAMS (or its successor) (“JAMS”). Cumberland may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to Counterparty; provided, however, that either Party may, without inconsistency with this arbitration provision, apply to any court in accordance with Section 5.5(a) and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Any arbitration to be conducted pursuant to this Section 5.5(b) will be conducted in Chicago, Illinois by one neutral arbitrator operating and appointed from the JAMS panel of neutrals in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time the demand for arbitration is filed. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including the issuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded. The fees and expenses of such arbitration shall be borne by the non-prevailing Party, as determined by such arbitration. The provisions of this Section 5.5(b) with respect to the arbitration conducted pursuant to this Section 5.5(b) before JAMS may be enforced by any court of competent jurisdiction, and the Parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered. The Parties agree that this Section 5.5(b) has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this Section 5.5(b) shall be grounds for dismissal of any court action commenced by any Party with respect to a dispute arising out of such matters, in the event Cumberland elects to compel arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Applicable Law.

(c) Each Party irrevocably and unconditionally hereby submits to the personal jurisdiction of such courts described in Section 5.5(a) and/or JAMS arbitration described in Section 5.5(b) and waives any objection such Party may now or hereafter have to venue or that such courts and/or JAMS arbitration are inconvenient forums.

Section 5.6 Confidentiality. The Parties hereby agree to not disclose, and to otherwise keep confidential, the terms of this Agreement, the transactions contemplated hereby and any non-public information provided by the other Party in connection with the Parties’ respective onboarding procedures or periodic KYC/AML requests (“Confidential Information”). Notwithstanding the foregoing, each Party may disclose Confidential Information to its Representatives, provided that such Party shall (a) inform such Representatives of the confidential nature of the Confidential Information, (b) be responsible for any breach of this Section 5.6 by such Representatives, and (c) take such action, legal or otherwise, as may be reasonably necessary to cause them to comply with the terms and conditions of this Section 5.6. The term “Representative,” when used in reference to a Party, shall mean such Party’s directors, officers, members, employees, agents, Affiliates, professional advisers, independent (sub)contractors and financial institutions providing services to such Party in connection with any applicable anti-money laundering or compliance requirements. Notwithstanding the confidentiality obligations set forth in this Section 5.6, each Party may disclose Confidential Information in response to a request for information or documents from a regulatory, law enforcement, or other government agency or office; in response to legal process (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process); or if advised by legal counsel that such disclosure is required or compelled by Applicable Law. In the event of such a disclosure, the disclosing Party will use reasonable efforts to preserve the confidentiality of such information, including, if applicable and appropriate, requesting that such information be afforded confidential treatment pursuant to a protective order and/or be exempt from disclosure from the Freedom of Information Act, 5 U.S.C. § 552, or similar laws, rules, or regulations. Each Party hereby further agrees to not make any public announcement, public statement or advertisement relating to the relationship of the Parties or the fact that the Parties engaged in any transaction without the prior written consent of the other Party. The obligations set forth in this Section 5.6 shall survive the termination or expiration of this Agreement.

Section 5.7 Entire Agreement. This Agreement and each Completed Trade executed on or after the date hereof contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto. Without limiting the generality of the foregoing, this Agreement supersedes and replaces in its entirety any Master Purchase Agreement (or similar purchase agreement relating to the purchase and sale of cryptoassets) previously entered into between the Parties.

Section 5.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts taken together shall constitute one and the same binding and enforceable instrument. This Agreement may be executed via electronic signature (including, without limitation, via DocuSign) and delivered by email, portable document format (PDF) or other form of electronic transmission. The Parties agree that the method of electronic signature and delivery described herein is reliable and appropriate, and will amount to the legal equivalent of the Party’s handwritten signature.

Section 5.9 Notices, Consents, etc.

(a) Any notices, consents or other communications required or permitted to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.

If to Cumberland, to:

Cumberland DRW LLC

540 West Madison Street, Suite 2500

Chicago, Illinois 60661

Attention: General Counsel

Email: GeneralCounsel@cumberland.io

If to Counterparty, to:

The address for notices set forth by Counterparty on the cover page of this Master Purchase Agreement executed by Counterparty.

(b) Date of service of such notice shall be (i) the date such notice is personally delivered or sent by email, (ii) three (3) Business Days after the date of mailing if sent by certified or registered mail, or (iii) one (1) Business Day after date of delivery to the overnight courier if sent by overnight courier.

Section 5.10 Authorized Persons. If Counterparty is not a natural person, Counterparty agrees that Cumberland may rely on, and Counterparty shall be bound by, any notice, Trade Request or other communication provided by any person that Cumberland reasonably believes is authorized by Counterparty to provide such notice, Trade Request or other communication, whether or not such person has actual authority to do so on behalf of Counterparty.

Section 5.11 No Third-Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

ADDENDUM A to APPENDIX I

ELECTRONIC ACCESS AND TRADING

1. Trading System. Cumberland may provide Counterparty online access to the Trading System. Any access to and use of the Trading System will be subject to the terms of this Addendum.

2. Quoting and Trading Functionalities. Cumberland may make available to Counterparty one or more of the following quoting and trading functionalities through the Trading System (each, a “Functionality”):

3. Use of Quoting and Trading Functionalities. If Cumberland makes a Functionality available to Counterparty, the procedures set forth below shall apply in lieu of the procedures set forth in Section 2.1 of Appendix I of the Agreement:

4. Executed Transactions. If Cumberland accepts a Static Trade Request, Streaming Trade Request or CSF Trade Request (collectively, “Trade Requests”) through the Trading System, the resulting transaction (each, a “Transaction”) will be deemed a Completed Trade.

5. License. Cumberland hereby grants Counterparty, for the term of this Addendum, a limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use (and allow its Authorized Users to use) the Trading System pursuant to the terms of this Addendum. Cumberland or its licensors retain all rights, title and interest in and to the Trading System, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to Counterparty hereunder. Nothing in this Addendum constitutes a waiver of any of Cumberland’s rights under the intellectual property laws of the United States or any other jurisdiction or under any other federal, state, or foreign laws.

6. Security and Access. Counterparty may access the Trading Services only through use of one or more passwords, security devices or other access methods as provided by Cumberland (collectively, “Access Methods”). Counterparty is solely responsible for ensuring that Counterparty’s Access Methods are known to and used by only those users that Counterparty authorizes (“Authorized Users”). Counterparty agrees to comply with any reasonable procedures established by Cumberland for the pre-approval and authorization of Authorized Users. Counterparty acknowledges that Cumberland, in its sole discretion, may deny access to the Trading Services to any user of Counterparty’s Access Methods. Counterparty will be (i) solely responsible for all acts or omissions of any person using the Trading Services through Counterparty’s Access Methods, (ii) solely responsible for any losses, damages or costs that Counterparty may incur as a result of errors made by, or the failure of, the software or equipment that Counterparty or any Authorized Users use to access the Trading Services, and (iii) without limitation of the foregoing or any other provision of this Addendum, bound by the terms of any and all Transactions executed and/or Trade Requests accepted through the Trading System using Counterparty’s Access Methods, in each case unless due to Cumberland’s willful misconduct. All transmissions generated by use of Counterparty’s Access Methods will be deemed to be authorized by Counterparty and made by an Authorized User whether or not Cumberland acknowledges receipt of such transmission and Cumberland shall be entitled to act in reliance on such deemed authorization, unless due to Cumberland’s willful misconduct. If any of Counterparty’s Access Methods have been modified, lost, stolen or compromised, Counterparty will promptly notify Cumberland. Upon receipt of this notice, such Access Methods will be cancelled or suspended as soon as is reasonably practicable, but Counterparty is responsible for any actions taken through the use of such Access Methods prior to such cancellation. Counterparty will immediately report any apparent malfunction or breach of security of which Counterparty becomes aware or experiences with the Trading Services. In the event of a dispute, Cumberland’s communications and transactions log of all Static Quotes, Streaming Quotes and CSF Quotes (each, a “Cumberland Quote”), Transactions and communications regarding Transactions by Counterparty or its Authorized Users or their Access Methods (the “Transactions Log”) will be conclusive evidence of the communications contained in them. Counterparty agrees not to contest the validity or enforceability of the Transactions Log in any legal proceedings between the Parties.

7. Use of the Trading System.

8. Compliance with Applicable Law. Counterparty represents and warrants, which representation and warranty will be deemed repeated each time Counterparty uses the Trading System, that its use of the Trading System will comply with Applicable Law.

9. Data. With respect to any Cumberland Quote, market data or other data or information that Cumberland provides to Counterparty in connection with Counterparty’s use of the Trading System, Counterparty agrees that (i) Cumberland is not responsible or liable if any such Cumberland Quote, data or information is inaccurate or incomplete in any respect; (ii) Cumberland is not responsible or liable for any actions that Counterparty takes or does not take based on such Cumberland Quote, data or information; and (iii) Counterparty will use such Cumberland Quote, data or information solely for the purposes set forth in this Addendum and in compliance with Applicable Law.

10. Other Activities. Cumberland may engage in trading in the markets reflected through the Trading System for Cumberland’s proprietary accounts, which could affect the value or terms of Transactions and Cumberland may enter into transactions at prices different from the prices reflected to Counterparty through the Trading Services.

11. Monitoring. Cumberland reserves the right, in its sole discretion, to monitor all uses of the Trading System to ensure compliance with this Addendum and the policies and procedures of Cumberland and its affiliates in effect from time to time. Counterparty acknowledges and agrees that Cumberland and its affiliates have the right to monitor, record and investigate all uses of the Trading System by Counterparty.

12. Limitation of Liability; No Warranty.

APPENDIX II
SETTLEMENT TERMS

The Parties shall settle each Completed Trade in accordance with the following settlement terms:

(a) By no later than the Counterparty Delivery Time (i) if Counterparty is purchasing the Counterparty Purchased Cryptoassets from Cumberland, then Counterparty shall transfer, or cause to be transferred, the Counterparty Purchase Price to Cumberland by transfer of immediately available funds from the Counterparty Bank Account to the account designated by Cumberland or cryptoassets on the applicable Cryptoasset Network from the applicable Counterparty Wallet to the applicable Cumberland Wallet or (ii) if Cumberland is purchasing the Cumberland Purchased Cryptoassets from Counterparty, then Counterparty shall deliver, or cause to be delivered, the Cumberland Purchased Cryptoassets to Cumberland by transfer of immediately available cryptoassets on the applicable Cryptoasset Network from the applicable Counterparty Wallet to the applicable Cumberland Wallet. Counterparty agrees and acknowledges that with respect to any and all wire transfers from Counterparty or on behalf of Counterparty to Cumberland, the name on the originating account must match exactly the Counterparty name as provided by Counterparty to Cumberland and if it does not, Cumberland reserves the right to reject the wire transfer.

(b) As promptly as is reasonably practicable following receipt of the Counterparty Purchase Price or receipt of the Cumberland Purchased Cryptoassets by Cumberland, (i) if Counterparty is purchasing the Counterparty Purchased Cryptoassets from Cumberland, then Cumberland shall deliver, or cause to be delivered, the Counterparty Purchased Cryptoassets to Counterparty by transfer of cryptoassets on the applicable Cryptoasset Network to the applicable Counterparty Wallet or (ii) if Cumberland is purchasing the Cumberland Purchased Cryptoassets from Counterparty, then Cumberland shall transfer or cause to be transferred, the Cumberland Purchase Price to Counterparty by transfer of immediately available funds to the Counterparty Bank Account or cryptoassets on the applicable Cryptoasset Network to the applicable Counterparty Wallet.

(c) To the extent that the Parties have payment and delivery obligations with respect to multiple Completed Trades in the same cryptoasset, upon request by Counterparty, Cumberland may, in its sole discretion, net such Completed Trades executed during a Net Settlement Period against each other as follows: (i) any Cumberland Purchased Cryptoassets that Counterparty is required to deliver will be netted against any Counterparty Purchased Cryptoassets that Cumberland is required to deliver; (ii) any Counterparty Purchase Price that Counterparty is required to pay will be netted against any Cumberland Purchase Price that Cumberland is required to pay; and (iii) a net number of units of the relevant cryptoasset will be delivered by one Party against a net purchase price to be paid by the other Party. At the completion of the Net Settlement Period, Cumberland shall provide Counterparty with a summary (the “Net Settlement Summary”) of the Completed Trades executed during the Net Settlement Period, which shall set forth the net number of units of the relevant cryptoasset to be delivered by one Party and the net purchase price to be paid by the other Party.

(d) Each Party hereby agrees that should it receive any cryptoassets in error from the other Party – for example, receipt of more cryptoassets than were due or receipt of cryptoassets intended for a third party – such Party shall return such cryptoassets to the other Party’s cryptoasset wallet (either the Counterparty Wallet or the Cumberland Wallet, as applicable) as soon as is reasonably practicable, and in no event more than twenty-four hours after receipt.

(e) In addition to the capitalized terms defined elsewhere in the Agreement, capitalized terms in this Appendix II shall have the following meanings:

“Counterparty Bank” shall mean the bank identified by Counterparty as part of Cumberland’s onboarding procedures, or such other bank as the Parties may mutually agree.

“Counterparty Bank Account” shall mean the bank account in Counterparty’s name at the Counterparty Bank identified by Counterparty as part of Cumberland’s onboarding procedures, or such other bank account as the Parties may mutually agree.

“Counterparty Delivery Time” shall mean: (i) if the Completed Trade is a spot trade, is not subject to net settlement pursuant to clause (c) above, and Counterparty is delivering cryptoassets, then twenty four (24) hours after the Time of Acceptance; (ii) if the Completed Trade is a spot trade, is not subject to net settlement pursuant to clause (c) above, Counterparty is delivering fiat currency, and the Time of Acceptance occurs before 2:00 p.m. Local Time on a Local Business Day, then 5:00 p.m. Local Time on the same day; (iii) if the Completed Trade is a spot trade, is not subject to net settlement pursuant to clause (c) above, Counterparty is delivering fiat currency, and the Time of Acceptance occurs at or after 2:00 p.m. Local Time on a Local Business Day or on a day that is not a Local Business Day, then 2:00 p.m. Local Time on the following Local Business Day; (iv) if the Completed Trade is a forward trade, is not subject to net settlement pursuant to clause (c) above, then 2:00 p.m. Central Time on the day specified in the applicable Cumberland Quote, or at such other time mutually agreed upon by the Parties; and (v) for all Completed Trades executed during a Net Settlement Period, as promptly as is reasonably practicable following the delivery of the Net Settlement Summary to Counterparty, but in no event later than twelve (12) hours after such delivery (or such later time as Cumberland may agree to in writing in its sole discretion).

“Cryptoasset Network” shall mean the peer-to-peer computer network that governs the transfer of the applicable cryptoassets.

“Local Business Day” shall mean a day other than Saturday or Sunday on which the Counterparty Bank is open for business.

“Local Time” shall mean the time in the city where the Counterparty Bank is located, as specified in the information previously delivered by Counterparty to Cumberland.

“Net Settlement Period” shall mean the period of time, as agreed upon by the Parties, during which Completed Trades that are executed between the Parties, shall be settled on a net basis in accordance with clause (c) above.

“Settlement Date” shall mean, with respect to a Completed Trade, the date upon which the transaction settles, which will be the same day that Cumberland delivers to Counterparty the Counterparty Purchased Cryptoassets or the Cumberland Purchase Price, as applicable, pursuant to clause (b) above.

APPENDIX III
SUPPLEMENTAL TERMS

None

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, HASHDEX TECHNOLOGY LTDA. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact HASHDEX TECHNOLOGY LTDA.:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: docusign@hashdex.com

To advise HASHDEX TECHNOLOGY LTDA. of your new email address

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Exhibit 10.4

FLOWDESK

Company Number: 883 604 647 /VAT FR87 883604647

Registration Number: E2021-019
231 Rue Saint-Honoré, 75001 Paris, France

Special Terms and Conditions

These special terms and conditions (“Special Terms and Conditions”) are made on 24 July 2025 (“Contract Effective Date”) and

BETWEEN:

FLOWDESK a company incorporated in France under company number 883 604 647 and whose registered office is located at 231 rue Saint honoré, 75001 Paris, France. Flowdesk is registered as a Digital Assets Service Provider (“DASP”) with the French Autorité des Marchés Financiers, under number E2021-019. Flowdesk has authorization to provide the following services in France (each as defined in Article L. 54-10-2 of the Monetary and Financial Code): (i) custody of Digital Assets on behalf of a third party; (ii) the service of buying or selling Digital Assets for legal tender; (iii) the service of exchanging Digital Assets for other Digital Assets.

— AND —

Hashdex Nasdaq Crypto Index US ETF a company incorporated in the state of Delaware, registered under the number 4231230, and whose registered office is located at CSC Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808, US.

(the “Counterparty”).

These Special Terms and Conditions are part of the General Terms and Conditions and should be read and interpreted in conjunction with the OTC Trade Services Terms and Flowdesk Policies, as updated from time to time and available on Flowdesk’s website : https://www.flowdesk.co/eula and shall incorporate the by reference. The Special Terms and Conditions effective between the Parties and which will regulate all access and use of the Services. By signing these Special Terms and Conditions the Counterparty is deemed to have accepted the General Terms and Conditions and OTC Trade Service Terms.

Capitalized terms not expressly defined herein will have the meaning ascribed to them in the General Terms and Conditions.

In the event of any inconsistency between the General Terms and Conditions and these Special Terms and Conditions, the latter will prevail, unless agreed otherwise in writing between the Parties.

FLOWDESK - OTC - MASTER SERVICES AGREEMENT - Special Terms and Conditions

General Terms & Conditions : https://drive.google.com/drive/folders/1w-frVuIjIGgbRmDQNtesyXHjlB4K_naZ

Service Terms : https://drive.google.com/drive/folders/15iJkOok1EdBKtho762j33pIEyvf7DtN1

Information contained in this document is proprietary and confidential. Unauthorized circulation or reproduction of this document is not permitted and may be cause for legal action.

Flowdesk’s compliance

Flowdesk is registered with the Autorité des Marchés Financiers (“AMF”) as a Digital Assets Services Provider to provide (i) custody of Digital Assets on behalf of a third party; (ii) the service of buying or selling Digital Assets for legal tender; and (iii) the service of exchanging Digital Assets for other Digital Assets.

French Authorities supervise the compliance of Flowdesk’s activities with AML-CFT rules.

Prepayment and Settlement

The Counterparty acknowledges and agrees that the purchase of digital assets might be subject to a prepayment condition.

In such a case, the Counterparty shall remit the full agreed-upon purchase amount to Flowdesk prior to the execution of the transaction. Upon receipt of the prepayment, the seller shall proceed with the transfer of the assets to the Counterparty. Failure to fulfill the prepayment requirement within the stipulated time frame may result in the cancellation of the transaction at the Flowdesk’s discretion.

The parties acknowledge that the prepayment is an essential and binding prerequisite for the successful completion of applicable transactions. Flowdesk is obligated to withhold the delivery of digital currency until the corresponding fiat currency is confirmed to be in Flowdesk’s designated bank account or digital currency is deliver to Flowdesk’s designated wallet address. Flowdesk will not be held responsible for any delays in the delivery of digital currency and shall bear no liability for any subsequent price fluctuations following the conclusion of a transaction. Flowdesk is committed to delivering the digital currency to the specified wallet address provided by the Counterparty and shall not assume any responsibility for errors made by the Counterparty in relation to the provided wallet address.

PLEASE NOTE THAT ONCE EXECUTED TRANSACTIONS ARE BINDING AND MAY NOT BE UNDONE

[SIGNATURES PAGE FOLLOWS]

FLOWDESK - OTC - MASTER SERVICES AGREEMENT - Special Terms and Conditions

General Terms & Conditions : https://drive.google.com/drive/folders/1w-frVuIjIGgbRmDQNtesyXHjlB4K_naZ

Service Terms : https://drive.google.com/drive/folders/15iJkOok1EdBKtho762j33pIEyvf7DtN1

Information contained in this document is proprietary and confidential. Unauthorized circulation or reproduction of this document is not permitted and may be cause for legal action.

Electronic Signature

This Agreement is executed on the date hereof by each of the Parties using an Advanced Electronic Signature (AES) process implemented by a third party service provider, DocuSign as set out in the General Terms and Conditions.

Signed by duly authorised representatives of the Parties.

FLOWDESK - OTC - MASTER SERVICES AGREEMENT - Special Terms and Conditions

General Terms & Conditions : https://drive.google.com/drive/folders/1w-frVuIjIGgbRmDQNtesyXHjlB4K_naZ

Service Terms : https://drive.google.com/drive/folders/15iJkOok1EdBKtho762j33pIEyvf7DtN1

Information contained in this document is proprietary and confidential. Unauthorized circulation or reproduction of this document is not permitted and may be cause for legal action. 

Exhibit 10.5

LETTER OF ADHERENCE

This Letter of Adherence (the “Letter”) is entered into as of August 27, 2025 (the “Effective Date”) by and between Enigma Securities Limited, a private limited company incorporated in England and Wales (Company No. 11114339), with its registered office at 30 Panton Street, London SW1Y 4AJ (“Enigma”); and Hashdex Nasdaq Crypto Index US ETF a company incorporated in the state of Delaware, registered under the number 4231230, and whose registered office is located at CSC Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808, US (the “Counterparty”).

The Counterparty hereby acknowledges that it has received, read, and agrees to be fully bound by the terms and conditions set forth in the Enigma Securities Limited Terms of Business (the “Terms”), a copy of which is attached to this Letter as Supplement A.

The Counterparty agrees that the Terms shall govern all over-the-counter crypto-asset trading transactions and any related services (the “Services”) provided by Enigma to the Counterparty from the date of this Letter.

This Letter and the attached Terms constitute the entire agreement between the parties with respect to the Services. The Terms shall be governed by and construed in accordance with the law of England and Wales.

/s/ Nehal Chudasama			/s/ Bruno Ramos de Sousa
ENIGMA			COUNTERPARTY
Name:	Nehal Chudasama		Name:	Bruno Ramos de Sousa
Title:	Mr		Title:	Director of the Trust’s Sponsor

SUPPLEMENT A – ENIGMA SECURITIES LIMITED TERMS OF BUSINESS

Terms of Business - Enigma Securities Limited - Enigma

1.1 These terms of use (the “Terms”) set out the terms and conditions under which you (“You” or “Your” as appropriate) can trade cryptocurrencies, for example Bitcoin or Ethereum (“Crypto” or “Cryptocurrency”) using Enigma Securities Limited (the “Service”). Enigma Securities Limited (“Us”, “We” or “Enigma” as appropriate) is an FCA registered cryptoasset business (FRN: 930442). It is also an Appointed Representative of Makor Securities London Limited which is authorized and regulated by the Financial Conduct Authority (FRN: 625054). Enigma Securities Limited is a private limited company with registered office 30 Panton Street, London SW1Y 4AJ (Company No: 11114339).

1.2 . You acknowledge and agree that by engaging with Enigma to execute transactions or generally using the Service in any way, You will be deemed to have accepted these Terms. You understand that each order submitted to Enigma (whether by voice broking, email or via any other electronic interface that We may provide and/or accept) may result in Your entry into one or more binding crypto transactions (a “Transaction”). You assume full financial and performance responsibility for all such Transactions created as a result of the process set out in these Terms.

Unless We consider any amendment to be a material change to the Terms (in which case we will provide You with not less than 7 (seven) days’ prior written notice, We reserve the right to amend the Terms at any time without prior notice to You. All changes shall take effect immediately and an updated version of the Terms shall be published on Our website. If You do not agree to any amendment, then You should stop using the Service immediately. Any such changes shall not affect unsettled and/or outstanding Transactions, unless arising out of or in connection with matters related to our obligations regarding compliance, risk, illegality, or pursuant to an order from a regulatory or judicial authority with competent jurisdiction.

3.1. Cryptocurrencies such as Bitcoin and Ethereum are not currently classified as a type of regulated financial instrument under the current UK or European regulatory frameworks (including MiFID II). This means that the Service and Related Services are not governed by the same rules and regulations that apply to similar services relating to other products, for example, You will not therefore benefit from the statutory client money protections available to clients receiving regulated investment services, including access to the Financial Services Compensation Scheme and the Financial Ombudsman for dispute resolution. The FCA client money regime, as set out in the FCA’s Client Asset Sourcebook, will also not apply to our provision of the Services to You.

3.2. The risk of loss in trading or holding Cryptocurrency can be high. The price of a given Cryptocurrency can vary greatly in a very short space of time. Many Cryptocurrencies are not backed by any asset, commodity or central bank. You should ensure that You fully understand these risks and You may therefore wish to take legal or financial advice before using the Service or placing any order.

3.3. You accept the inherent security risks of providing information and dealing online over the Internet and agree that We have no liability or responsibility for any breach of security unless it is due to our gross negligence.

4.1. You must set up and maintain an account to use the Service and submit orders (an “Account”). Your eligibility to use the Service will be assessed on a case-by-case basis and may depend on the country where You reside. Enigma reserves the right to refuse to allow You to establish an account or use the Service for any reason at its absolute discretion.

4.2. You represent and warrant that Your use of the Service, and Your entry into each Transaction to which You become a party complies with applicable law and regulation in Your jurisdiction, including but not limited to: (i) legal capacity and any other applicable legal requirements in Your jurisdiction for trading Cryptocurrency and using the Service, (ii) any foreign exchange or regulatory restrictions applicable to Your use of the Service, and (iii) the receipt of any governmental or other consents (or exemptions) that You may need to be obtain prior to Your use of the Service.

4.3. Nothing in these Terms shall be deemed, nor shall cause, You and Enigma to be treated as partners or joint ventures.

5.1. We will process Your orders in relation to Crypto at our absolute discretion. In order to provide the Service, Enigma may rely on data and prices of third party exchanges and/or arrange for orders to be executed with or through an unaffiliated third party (the “Related Services”). You acknowledge and understand that Enigma has no responsibility or liability for the provision of the Related Services which, whether provided by an affiliate or otherwise, are outside the scope of the Terms. Any authority granted by You to Enigma shall extend to the providers of the Related Services, where applicable.

5.2 The Service includes Crypto exchange services (namely the buying and selling of Crypto). Enigma shall not, nor is it under any obligation to, provide You with any advice in relation to the merits or suitability of any Transaction and You are required to rely on Your own judgement before submitting any order to Us.

6.1. You must submit all orders in accordance with these Terms and/or the Enigma Website if applicable. You acknowledge that We reserve the right to decline any order for any reason (including Your breach of the Terms, inadequate funds in Your Account, or market conditions).

6.2. If, following acceptance but before execution of Your order, an event takes place which, in Our reasonable opinion, means it is no longer reasonable to execute such order (for example regulatory action, change in law or following the request of an applicable third-party exchange), You acknowledge that We may cancel Your order without any liability to You (and update Your account balance accordingly).

6.3. Irrespective of the time at which (or medium by which) You place an order, You agree to pay or receive the price at the time the associated Transaction is executed. You acknowledge and understand that the nature of the Crypto market means that the price at which Your Transaction is executed may vary significantly from the price quoted at the time of Your order. Enigma is not liable for any such price fluctuations. The Service is independent of any exchanges, and We are under no obligation to quote or refer to a particular price or index.

6.4. We will use our reasonable endeavours to act upon any request to cancel or amend an order, before it is confirmed. You acknowledge and agree that if We are unable to cancel or amend an order before it is confirmed, You will be bound by the resultant You agree to accept the price in which Transactions are executed as final and binding.

6.5. You acknowledge and understand that all Transactions are entered into on a matched principal basis and Enigma owes You no fiduciary duty in the course of providing the Service. For the avoidance of doubt, nothing in these Terms shall preclude Enigma (or any other party approved by Enigma at Our absolute discretion) from acting as a market maker (“Market Making Activity”). Any terms, conditions, agreements or rules in relation to Market Making Activity shall be provided separately.

7.1. Enigma’s fund settlement process operates on either a same day (T+0) or delayed settlement basis. All purchase orders to buy Crypto must be paid for with an amount of fiat currency equal to the relevant purchase price plus any associated fees transmitted to and received by our relevant account(s). For all sell orders to dispose of Crypto: (i) the associated amount of Crypto; and (ii) an amount of fiat currency equal to the associated fee, must be transmitted to and received by our relevant accounts. Failure to conclude that will result in the rejection of future orders. A list of fiat currencies We accept is available on Our website (“Accepted Currency”) or will be communicated to You in due course. If You attempt to make a payment in any currency other than an Accepted Currency, then such payment may be rejected.

7.2. It is Your responsibility to ensure that You hold sufficient cleared funds and Crypto (when applicable) in your bank account and Crypto wallet to satisfy the settlement of any Transaction. The Service does not include the provision of margin.

8.1. You acknowledge and understand that when You enter into a Transaction via the Service, the fee for the Transaction will be a fee determined by Us, taking into account market conditions. Such price may include a spread (the “Spread”) as against the price at which we purchased the Crypto. You acknowledge and understand that the size of the Spread can vary dependent on market conditions.

8.2. You also acknowledge that any third-party fees, such as conversion charges and/or card processing fees, will be passed on to You (“Third Party Fees” and together with the Spread, the “Fees”).

9.1. We will establish and maintain one or more bank accounts or digital wallets for accepted fiat currency or Crypto to be transmitted to us by You prior to an Order being executed. You acknowledge and accept that once transmitted, the funds or Crypto will be held in Our account in Our name.

9.2. You acknowledge and understand that: (i) Your funds or Crypto will therefore be held in the same bank account or digital wallet as Enigma’s own funds or Crypto; (ii) the rules and regulations of the FCA’s Client Asset Sourcebook do not apply to You and/or Your use of the Service and Related Services and therefore You may not benefit from the FCA client money regime for the protection of Your funds or Crypto post transmission to Our account; (iii) the transfer of funds or Crypto from You to Us is solely referable to Your purchase of Crypto or Our purchase of Your Crypto and is not therefore a deposit as defined under the FCA In the event of our insolvency, in respect of fiat currency, You will rank as an unsecured creditor of ours for return of such funds if such entitlement arises under the relevant insolvency laws of England; and (iv) in the event of insolvency in relation to the Third Party Account Provider, Enigma may only have an unsecured debt claim against the Third Party Account Provider on Your behalf if such entitlement arises under the relevant insolvency laws of England. Enigma does not accept any liability for losses resulting from its insolvency or the insolvency of a Third-Party Account Provider. Your claim in respect of Crypto if such a claim arises following the insolvency of the Enigma Wallet holder may be limited to an unsecured debt claim, and the Crypto or cash sum You receive in respect of Your Crypto may be insufficient to satisfy Your Account balance.

9.3. In respect of the transfer of the funds, we will aim to credit Your Account with the corresponding amount of Crypto (provided the terms of your Order have been accepted by Us) within 1 business day of receipt of the relevant Order. In respect of withdrawals, we will debit Your Account with the corresponding amount of fiat currency following Your authorisation. The corresponding funds will then settle to Your bank account within 3 business days. We are not responsible for any delay in the settlement of a Transaction resulting from circumstances beyond our control, including any third-party systems failure.

9.4. You acknowledge and understand that the Crypto Which Enigma supports may change from time to time.

9.5. You will not be entitled to interest in respect of any funds or Crypto held by Us, a Third-Party Account Provider or an Enigma Wallet holder.

9.6. As described above, Your money and Cryptocurrency will not be segregated. Consequently, If We or a Third- Party Account Provider become insolvent, there may be delays in identifying individual assets, increasing the risk of loss.

10. Tax

It is Your sole responsibility to determine whether and to what extent any taxes apply to the Transactions and, if applicable to report and remit the correct payment to the appropriate tax authorities. Enigma does not and will not provide any advice with respect to the tax implications of Your entry into Transactions.

Following the execution of a Transaction, delivery will occur on Enigma’s records and Your Account balance will be updated accordingly.

12.1. You shall be solely responsible for controlling and monitoring the use of the password to Your Account, and shall not permit any person to provide Your password, to any third party. You acknowledge and agree that You shall be bound by any actions taken through the use of Your Account including all orders and the resulting Transactions or other arrangements, as applicable, whether or not such actions were authorised by You. We accept no liability for any loss that You may sustain due to compromise of Your password and/or Account that did not arise directly as a result of Our loss or negligence. If You believe Your Account has been compromised, You should contact us immediately at info@enigma-securities.io.

12.2. By registering an Account, You agree to be bound by and to indemnify and hold Enigma harmless for any and all actions taken by, or omissions of, individuals using an instruction to transfer Crypto to a digital wallet (a “Wallet”).

13.1. Any information provided to You via Our website or otherwise shall not constitute investment advice. You may use this information for the purposes of the Service only, and shall not disseminate or reproduce such information. You acknowledge that the information in any price quoted or referenced on the website, as applicable, may be different from the execution price of the Transaction. Enigma does not recommend that any Crypto should be bought, sold, acquired or held by You and will not be held responsible for any decision you make in this regard based on the information provided by Enigma.

13.2. Enigma does not provide investment, tax, or legal advice, and you are solely responsible for assessing whether any transaction you enter into via Our Service is appropriate for you based on your objectives, financial circumstances and risk tolerance.

13.3. We provide the Service on an “as-is” basis to facilitate the submission of orders and execution of Transactions and any reasonably related activity (the “Permitted Purpose”).

14.1. You hereby represent and warrant that:

14.1.1. You have the right, power, and ability to enter into and perform under the Terms;

14.1.2. In all material respects You are and have been in compliance with the laws of the United Kingdom and any other jurisdiction where You carry on business including any anti-money laundering laws or any anti bribery and corruption laws and will remain in compliance with all such laws for as long as You are party to the Terms;

14.1.3. You have not taken and will not take any actions in furtherance of an offer, payment, promise to pay or authorisation of the payment or giving of, or a request or acceptance of, money, Crypto or anything else of value, to or by any other person (whether or not a government official) while knowing that all or any portion of the money or value offered, given or promised to such other person is for the purpose of securing the improper performance of that person’s function or the misuse of that person’s position; and

14.1.4. In the event that You authorise Enigma to transfer Crypto to a Wallet, whether hosted by You or a third party, such Wallet is beneficially owned by

14.2. In connection with the foregoing representations and warranties, You further agree as follows:

14.2.1. You shall indemnify, defend and hold Enigma harmless for any and all direct claims, losses or damages arising from or related to any breach of the foregoing representations and warranties. In no circumstance, shall You have liability for losses suffered by Enigma or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise; and

14.2.2. Enigma may terminate Your Account immediately upon written notice in the event that it concludes, in its reasonable opinion, that You have materially breached any representation or warranty under this Agreement.

15.1. The Services are provided on an “as is” and “as available” To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to any part of the Services will be uninterrupted or error-free.

15.2. Neither Enigma nor its affiliates gives any express or implied warranties or representations (including warranties of satisfactory quality and fitness) relating to: (i) any third party systems or protocols used to support the Service; (ii) the long-term value of any Crypto; (iii) the liquidity of any Crypto market or exchange; (iv) the accuracy or timeliness of historical Crypto price data made available to You by one of Our brokers; (v) the amount of time needed to execute a Transaction following an order (which is dependent on factors outside of Our control); (vi) the immutability or security of blockchain or underlying software underpinning any Crypto or any digital wallet (including the Enigma Wallet) associated with the Service (together, the “Technology”); or (vii) the freedom of the Technology from any errors, viruses or disruption.

Enigma shall not be liable to You or any person for any losses, liabilities, damages, claims, costs or expenses arising from: (i) the performance of any Related Services; (ii) any non-material delay in the execution of a Transaction; or (iii) the occurrence of any event described in Clause 17, above (except where such an event was caused by Our negligence, fraud or wilful default). Without limitation to the above, in relation to each claim You may bring against Enigma, in no event shall Enigma be liable for any amount greater than the value of the Crypto and fiat currency that is credited to, (or where applicable, ought to have been credited to) Your Account at the time of any alleged loss or claim.

In no event shall You be liable for any amount greater than the value of the Crypto and fiat currency that is credited to, (or where applicable, ought to have been credited to) Your Account at the time of any alleged loss or claim.

We may, at Our sole discretion: (i) close Your Account for any reason by giving seven (7) days’ written notice or (ii) with or without prior notice suspend or terminate the Service (or any part of the Service) without liability to You.

You may, at Your sole discretion close Your Account for any reason by giving seven (7) days’ written notice.

If Your Account is in credit on the date of termination (howsoever occurring), We will aim to transfer the funds and/or Crypto to Your bank account or Crypto wallet (as applicable) within 3 working days minus any Fees or payments that are due to Us.

If You have agreed to use Connectivity or a Trading Platform (both as defined in Appendix 1), the terms of Appendix 1 will also apply.

These Terms are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms.

Appendix 1

Electronic Connectivity and Trading Platform Facilities

A1 Access and use: We may permit You to place transaction orders in cryptocurrencies and derivatives thereof (including foreign exchange) with us by direct electronic communication to us through an electronic system (“Connectivity”). We may also provide You with electronic access to a facility to enable You to execute Crypto transactions electronically through us (the “Trading Platform”) which includes all related software and accompanying documentation. Your right to use Connectivity or the Trading Platform and any financial data, market and business information provided on or through Connectivity at the Trading Platform (“Information”) is limited to use for the purpose of receiving and viewing Information for the transmission and execution of transaction orders. We may amend the terms of this Appendix 1 with respect to the addition of a financial instrument or an execution issue to our Connectivity or Trading Platform services.

The parties shall not enter into any derivatives transactions.

A.2 Licence: Connectivity and the Trading Platform are owned by us (and/or an affiliated entity) or third parties that licence their use to us (and/or an affiliated entity). You acknowledge and agree that Connectivity and the Trading Platform are the exclusive property of ours and/or the Licensors, and that the Information is the exclusive property of the Company and/or the Licensors or such licensor’s third party vendors or their suppliers, and we the Licensor and such third party vendors and their suppliers retain all proprietary right, title, and interest, including, without limitation, copyright, in the Information. We grant You a personal, limited, revocable, non-exclusive, non-transferable licence to access and use Connectivity and the Trading Platform under the terms of this Appendix 1. You shall not copy, license, sell, transfer, make available Connectivity or the Trading Platform or information to any other person. You shall not remove or alter any copyright notice or other proprietary or restrictive notice contained in Connectivity, the Trading Platform or Information.

A.3 Access responsibility: You are responsible for obtaining and maintaining, at Your cost, the necessary computer equipment and internet access required to enable You to access and use the Connectivity, the Trading Platform and Information. You are responsible for any equipment, software or internet access provided by a third party which You require to access and use Connectivity and the Trading Platform. You acknowledge and agree that we (and affiliated entities) are not responsible for any Connectivity or Trading Platform interface applications with third parties such as execution venues, information vendors and other investment firms such as derivative exchange execution and clearing brokers.

A.4 Information changes: Certain Information may be provided by third parties. If any of the Information ceases to be furnished by any third party vendors in a manner which is compatible with Connectivity or the Trading Platform, we may remove as much Information as is affected, without advance notice, without incurring any liability to You, and without any change to any of Your payment or other obligations. Further, we may modify, amend, alter, update, supplement or replace Connectivity or the Trading Platform software (which, among other things, determines the functionality and appearance of some or all of the Connectivity or Trading Platform features) from time to time, in whole or in part, without any notice (except for material changes to functionality as reasonably practical), without incurring any liability to You, and without any change to any of Your payment or other obligations. You acknowledge and agree that Your use of Connectivity or the Trading Platform after any modification, amendment, alteration, update, supplement or replacement shall constitute Your acceptance of such modification, amendment, alteration, update, supplement or replacement. We agree that the collection, use, and disclosure of your personal information will only be processed in accordance with our Privacy Policy which is accessible here: Privacy Policy – Enigma (enigma-securities.io).

A.5 Security: You shall keep any user name, password or access code (referred to in this Appendix 1 as “User Codes”) provided to You for Connectivity or access to the Trading Platform confidential and secure. You shall be responsible for the safeguarding and security of Your User Codes. You shall be solely responsible for all orders and transactions arising from any person’s Connectivity use or access to the Trading Platform using Your User Codes notwithstanding any lack of our access controls or the failure of any access controls we may have implemented. You shall notify us immediately and in writing in the event of (i) any loss or theft of part or all of the User Codes; or (ii) any actual or suspected unauthorised use of the User Codes; or (iii) any actual or suspected breach of security or confidentiality of the User Codes. You shall maintain with respect to Connectivity and the Trading Platform adequate systems and controls to ensure that (i) use is only by authorised personnel; (ii) order accuracy, order size, compliance with credit and order limits is checked and validated; and (iii) order direction, order duplication and order retransmission errors do not occur. You will ensure that no computer viruses, worms or similar items are introduced through Connectivity to our computer systems and networks or to the Trading Platform. You will be responsible for the installation and proper use of any virus detection software which we may require.

A.6 System risk: Connectivity the Trading Platform and Information is provided “as is”. The entire risk as to the quality and performance of Connectivity or the Trading Platform or Information and any third party related goods and services is with You. We (or affiliated entities) make no warranties (express or implied), representations, or guarantees as to merchantability, fitness for any particular purpose, performance, service continuity, absence of interruptions or errors or otherwise with respect to Connectivity or the Trading Platform or Information. Neither we nor our affiliated entities nor licensors, third party vendors or suppliers of Connectivity, the Trading Platform or Information, shall have any obligation or liability to maintain Connectivity, the Trading Platform or Information or to supply any corrections, updates or releases. We reserve the right, in our absolute discretion and without prior notice, to reject cancel or refuse to display or seek execution of any order for any reason. We may at any time and in our absolute discretion impose and vary limits and conditions upon the placement of orders using Connectivity or the Trading Platform including limits on size, order types and execution venues and conditions concerning collateral requirements.

A.7 No execution guarantee: You acknowledge and agree that Connectivity or Trading Platform order entry does not guarantee order execution. We will not be responsible for any execution of orders that are not received by reason of Connectivity or Trading Platform malfunction or otherwise. When You use Connectivity or the Trading Platform, unless You have received an electronic order acknowledgement, Your order will be deemed not to have been received. In the event You dispute or deny knowledge of any order which has been electronically acknowledged we will in either case be entitled immediately to liquidate or otherwise offset the position in the relevant investment or financial instrument without prejudice to such other rights we may have under this Appendix 1. Execution venues may reject or cancel Your transaction orders for which we accept no responsibility. You acknowledge that: (1) orders may be delayed for many reasons and the price of a security at the time of order entry may not be the same as the price of such security at the time such order is executed; and (2) cancellation of orders may not be possible prior to execution, even if the cancellation order is received prior to the time at which the order was to be executed.

A.8 System compliance training: You shall provide Your employees that use the Connectivity or Trading Platform with adequate information and training upon (i) the terms of this Appendix 1; and (ii) execution venue rules which we or our affiliated entities are subject and which You must also comply to ensure there is no breach of such rules by us or an affiliated entity. With respect to Connectivity or Trading Platform use for transactions on regulated markets, multilateral trading facilities or exchanges You shall neither engage in, nor facilitate, nor fail to take reasonable steps to prevent:

A.10 System misuse: You shall not use the Connectivity or Trading Platform for orders or transactions for or in connection with any activity which may constitute a fraudulent or illegal purpose or market abuse or otherwise use the Connectivity or Trading Platform in contravention of any applicable law and regulatory provisions. For the purposed of this Appendix 1 “market abuse” means behaviour in relation to investments which involves insider dealing, market manipulation or market distortion in breach of applicable laws or regulatory provisions. You undertake to familiarise Yourself and comply with any applicable law and regulatory provisions concerning the short sale of securities if You seek to execute a short sale transaction and You will ensure that Your use of the Connectivity or the Trading Platform will not result in a breach by us (or any affiliated entity) of any applicable law and regulatory provisions concerning the short sale of securities or any terms of this Appendix 1 concerning short sale orders or transactions.

A.11 Order entry error: If an order entry is made using the Connectivity or Trading Platform by mistake or does not reflect the intended transaction (an “erroneous order”) then You shall be responsible for amending or cancelling such orders as necessary and for closing any resultant positions subject to our rights in this Appendix

A.12 Pre-execution controls: We reserve the right to limit Your use of Connectivity and the Trading Platform and apply pre-execution trading controls as may be appropriate to preserve compliance with applicable laws or regulations or this Appendix 1 or any other trading limits or redirection which may be notified to You. With respect to the use of Connectivity or the Trading Platform we shall have the right to reject or cancel orders or enter off-setting orders or restrict Your ability to enter further orders in the event You act in breach of the terms concerning Connectivity or the Trading Platform in this Appendix Connectivity or the Trading Platform, Your access thereto and any information, service feature or function provided by means of Connectivity or the Trading Platform may be changed, limited, suspended, discontinued or terminated by us at any time without notice or liability.

A.13 Disclaimer: Neither ourselves nor any affiliated entity (nor any director, officer or employee thereof) shall have any liability to You or any third party for any consequential losses, expenses, costs, claims, damages (including punitive, special or exemplary damages) or for any account of profits or other restitutionary relief of any kind whatsoever arising from or incidental to the provision of access to or use of Connectivity or the Trading Platform or Information (including any failure to provide access to Connectivity or the Trading Platform or any operational failure of Connectivity or the Trading Platform.

A.14 Indemnity: You shall indemnify and hold us and any affiliated entity harmless (and our respective employees, officers, directors and agents) from and against any and all claims, demands, legal actions or proceedings and all liabilities, damages, losses, expenses and costs (including legal and accounting fees and expenses) (collectively “Losses”) arising out of or incidental to Your use of, or access to, Connectivity or the Trading Platform or any associated third party services or equipment provided under the terms of this Appendix 1 except to the extent that any such Losses, as finally determined by a Court of competent jurisdiction, were caused solely and directly by dishonest or wilful misconduct of us or any affiliated entity.

A.15 Third party software: To the extent that You are using Connectivity or the Trading Platform in conjunction with a third party software (including, but not limited to, an algorithm), we expressly disclaim liability for any Losses arising from such third party software. This disclaimer is without prejudice to any other provision of the Terms or Appendix 1.

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Enigma Securities Ltd. is an FCA registered Cryptoasset business (930442) and an Appointed Representative of Makor Securities London Ltd. which is authorised and regulated by the Financial Conduct Authority (625054).

This website is intended solely for Investment Professionals (i.e. persons having professional experience in matters relating to investments) within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended).

Enigma’s products and services are reserved for Investment Professionals exclusively. Any person who is not an Investment Professional, i.e. does not have professional experience in matters relating to investments, should not rely on this website.

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, HASHDEX TECHNOLOGY LTDA. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact HASHDEX TECHNOLOGY LTDA.:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: docusign@hashdex.com

To advise HASHDEX TECHNOLOGY LTDA. of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at docusign@hashdex.com and in the body of such request you must state: your previous email address, your new email

address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from HASHDEX TECHNOLOGY LTDA.

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to docusign@hashdex.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with HASHDEX TECHNOLOGY LTDA.

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to docusign@hashdex.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically

To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

Exhibit 31.1

Certification by Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Bruno Ramos de Sousa, certify that:

Exhibit 31.2

Certification by Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Samir Elias Hachem Kerbage, certify that:

Exhibit 32.1

Certification by Principal Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) of Hashdex Nasdaq Crypto Index US ETF (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Bruno Ramos de Sousa, the Principal Executive Officer of Hashdex Asset Management, Ltd., Sponsor of the Registrant, hereby certify, to the best of my knowledge, that:

Exhibit 32.2

Certification by Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) of Hashdex Nasdaq Crypto Index US ETF (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Samir Elias Hachem Kerbage, the Principal Finance Officer and Principal Accounting Officer of Hashdex Asset Management, Ltd., Sponsor of the Registrant, hereby certify, to the best of my knowledge, that: