Form 8-K

8-K — 21Shares Solana Staking ETF

Accession: 0001213900-26-093971

Filed: 2026-08-26

Period: 2026-08-20

CIK: 0002028834

SIC: 6221 ()

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0303134-8k_21shares.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF TRUST (ea030313401ex3-1.htm)

EX-3.2 — SECOND AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF AUGUST 26, 2026 (ea030313401ex3-2.htm)

EX-10.1 — BENCHMARK LICENSING AGREEMENT, DATED AS OF AUGUST 20, 2026, BETWEEN THE SPONSOR AND FTSE (ea030313401ex10-1.htm)

EX-10.2 — AMENDMENT NO. 1 TO THE SPONSOR AGREEMENT, DATED AS OF AUGUST 26, 2026, BETWEEN THE TRUST AND THE SPONSOR (ea030313401ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-08-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 20, 2026

21SHARES SOLANA STAKING ETF

(Exact name of registrant as specified in its charter)

Delaware

001-42904

39-6900299

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

158

W. 27th Street

New York, New York

10001

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including

area code: (646) 370-6016

21Shares Solana ETF

(Former Name or Former Address, if Changed Since

Last Report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares of Beneficial Interest of 21Shares Solana Staking ETF

TSOL

Cboe BZX Exchange, Inc.

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Benchmark Licensing Agreement

On August 20, 2026, 21Shares US LLC (the “Sponsor”)

entered into a licensing agreement (the “Benchmark Licensing Agreement”) with FTSE International Limited (“FTSE”

or the “Benchmark Provider”). Entry into the Benchmark Licensing Agreement follows the Sponsor’s notice, provided on

June 30, 2026 and previously disclosed, of the termination, effective August 31, 2026, of the Sponsor’s licensing agreement with

CF Benchmarks Ltd. relating to the use of the CME CF Solana-Dollar Reference Rate - New York Variant. Pursuant to the Benchmark Licensing

Agreement, FTSE will provide each of the Sponsor, 21Shares Solana Staking ETF (the “Trust”), and their affiliates a non-exclusive,

non-transferable, non-sub-licensable, worldwide license to access, view and use the FTSE Solana Index (the “Pricing Benchmark”)

to develop, create, calculate, settle, maintain or support and market the Trust. Beginning August 27, 2026, the Trust will value its shares

of beneficial interest (“Shares”) and calculate its net asset value by reference to the Pricing Benchmark in place of the

CME CF Solana-Dollar Reference Rate - New York Variant. Such license is expected to have a one-year initial term and will automatically

be renewed for successive one-year periods, unless terminated pursuant to its terms.

FTSE is a company incorporated and registered

in England, and its principal offices are located at 10 Paternoster Square, London, EC4M 7LS, United Kingdom. FTSE is experienced in calculating

and administering digital asset indices. FTSE is unaffiliated with the Sponsor.

Amendment No. 1 to the Sponsor Agreement

On August 26, 2026, the Trust entered into Amendment

No. 1 to the Sponsor Agreement, by and between the Trust and the Sponsor (“Amendment No. 1 to the Sponsor Agreement”), to

change the timing of payment of the sponsor fee the Sponsor receives from the Trust as compensation for the Sponsor’s services rendered

to the Trust (the “Sponsor Fee”) from weekly in arrears to at least quarterly in arrears, in each case payable in SOL.

The foregoing descriptions of the Benchmark Licensing

Agreement and Amendment No. 1 to the Sponsor Agreement are summaries, do not purport to be complete, and are qualified in their entirety

by reference to the full text of the Benchmark Licensing Agreement and Amendment No. 1 to the Sponsor Agreement, copies of which are filed

as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

On August 25, 2026, the Sponsor caused a Certificate

of Amendment to the Trust’s Certificate of Trust to be filed with the Secretary of State of the State of Delaware in order to change

the name of the Trust from “21Shares Solana ETF” to “21Shares Solana Staking ETF”. In addition, on August 26,

2026, the Sponsor and CSC Delaware Trust Company, the Trustee of the Trust, entered into a Second Amended and Restated Trust Agreement

(the “Trust Agreement”). The Trust Agreement made changes to the Amended and Restated Trust Agreement to reflect (i) the Trust’s

use of the FTSE Solana Index in place of the CME CF Solana-Dollar Reference Rate - New York Variant, (ii) the change in timing of payment

of the Sponsor Fee, (iii) the change in the Trust’s name and (iv) various other ministerial, technical, conforming and clarifying

revisions, none of which materially impact the rights of the Trust or holders of Shares. A copy of the Certificate of Amendment to the

Trust’s Certificate of Trust and a copy of the Trust Agreement are filed as Exhibits 3.1 and 3.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.

3.1

Certificate of Amendment to the Certificate of Trust.

3.2

Second Amended and Restated Trust Agreement, dated as of August 26, 2026.

10.1†

Benchmark Licensing Agreement, dated as of August 20, 2026, between the Sponsor and FTSE.

10.2

Amendment No. 1 to the Sponsor Agreement, dated as of August 26, 2026, between the Trust and the Sponsor.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain portions of this exhibit have been omitted in accordance

with Item 601(b)(10)(iv) of Regulation S-K because the omitted information is (i) not material and (ii) the registrant customarily

and actually treats that information as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of

the exhibit to the Securities and Exchange Comission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 26, 2026

21SHARES SOLANA STAKING ETF

21Shares US LLC, as Sponsor of 21Shares Solana Staking ETF

By:

/s/ Duncan Moir

Name:

Duncan Moir

Title:

President

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF TRUST

EX-3.1

Filename: ea030313401ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF TRUST

21SHARES SOLANA ETF

This Certificate of Amendment

to the Certificate of Trust of 21Shares Solana ETF (the “Trust”) is being duly executed and filed to amend the Certificate

of Trust (the “Certificate of Trust”) of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C.

§ 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust amended hereby is 21Shares Solana ETF.

2. Amendment of Certificate. The Certificate of Trust

of the Trust is hereby amended by changing the name of the Trust to 21Shares Solana Staking ETF.

3. Effective Date. This Certificate of Amendment shall

be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly

executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.

CSC DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee of the Trust

By:

/s/ James Grier

Name: James Grier

Title: Associate Director

EX-3.2 — SECOND AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF AUGUST 26, 2026

EX-3.2

Filename: ea030313401ex3-2.htm · Sequence: 3

Exhibit 3.2

SECOND AMENDED AND RESTATED TRUST AGREEMENT

21SHARES SOLANA STAKING ETF

Dated as of August 26, 2026

By and Among

21SHARES US LLC

CSC DELAWARE TRUST COMPANY

and

THE SHAREHOLDERS

FROM TIME TO TIME HEREUNDER

TABLE OF CONTENTS

ARTICLE I DEFINITIONS; THE TRUST

SECTION 1.1

Definitions

SECTION 1.2

Name

SECTION 1.3

Trustee; Offices

SECTION 1.4

Declaration of Trust

SECTION 1.5

Purposes and Powers

SECTION 1.6

Assets of the Trust

SECTION 1.7

Tax Treatment

SECTION 1.8

Legal Title

SECTION 1.9

Assets of the Trust

SECTION 1.10

Liabilities of the Trust

SECTION 1.11

General Prohibitions

ARTICLE II SHARES; CAPITAL CONTRIBUTIONS

SECTION 2.1

General

SECTION 2.2

Book-Entry-Only System

SECTION 2.3

Distributions

SECTION 2.4

Voting Rights

SECTION 2.5

Equality

ARTICLE III CREATIONS AND REDEMPTIONS

SECTION 3.1

Procedures for Creation and Issuance of Creation Baskets

SECTION 3.2

Alternate Procedures

SECTION 3.3

Redemption of Redemption Baskets

SECTION 3.4

Other Redemption Procedures

ARTICLE IV TRANSFERS OF SHARES

SECTION 4.1

Transfer of Shares

ARTICLE V THE TRUSTEE

SECTION 5.1

Term; Resignation; Removal; Successor Trustee

SECTION 5.2

Powers

SECTION 5.3

Compensation and Expenses of the Trustee

SECTION 5.4

Indemnification

SECTION 5.5

Successor Trustee

SECTION 5.6

Liability of Trustee

SECTION 5.7

Reliance; Advice of Counsel

SECTION 5.8

Payments to the Trustee

ARTICLE VI THE SPONSOR

SECTION 6.1

Management of the Trust

SECTION 6.2

Authority of Sponsor

SECTION 6.3

Obligations of the Sponsor

SECTION 6.4

Liability of Covered Persons

SECTION 6.5

Fiduciary Duty

SECTION 6.6

Indemnification of the Sponsor

SECTION 6.7

Expenses and Limitations Thereon

SECTION 6.8

Voluntary Withdrawal of the Sponsor

SECTION 6.9

Litigation

SECTION 6.10

Ownership of Sponsor; Insolvency of Sponsor

ARTICLE VII SHAREHOLDERS

SECTION 7.1

No Management or Control by Shareholders; Limited Liability; Exercise of Rights through an Authorized Participant

SECTION 7.2

Rights and Duties

SECTION 7.3

Limitation of Liability

SECTION 7.4

Derivative Actions

SECTION 7.5

Appointment of Agents

SECTION 7.6

Business of Shareholders

SECTION 7.7

Authorization of Offering Materials

ARTICLE VIII BOOKS OF ACCOUNT AND REPORTS

SECTION 8.1

Books of Account

SECTION 8.2

Quarterly Updates, Annual Updates and Account Statements

SECTION 8.3

Tax Information

SECTION 8.4

Calculation of NAV and NAV per Share

SECTION 8.5

Calculation of Principal Market NAV and Principal Market NAV per Share

SECTION 8.6

Maintenance of Records

ARTICLE IX FISCAL YEAR

SECTION 9.1

Fiscal Year

ARTICLE X AMENDMENT OF TRUST AGREEMENT; MEETINGS

SECTION 10.1

Amendments to the Trust Agreement

SECTION 10.2

Meetings of the Trust

SECTION 10.3

Action Without a Meeting

ARTICLE XI TERM

SECTION 11.1

Term

ARTICLE XII TERMINATION

SECTION 12.1

Events Requiring Dissolution of the Trust

SECTION 12.2

Distributions on Dissolution

SECTION 12.3

Termination; Certificate of Cancellation

SECTION 12.4

Notice

ARTICLE XIII MISCELLANEOUS

SECTION 13.1

Governing Law

SECTION 13.2

Provisions In Conflict With Law or Regulations

SECTION 13.3

Merger and Consolidation

SECTION 13.4

Construction

SECTION 13.5

Notices

SECTION 13.6

Counterparts, Electronic Signatures

SECTION 13.7

Binding Nature of Trust Agreement

SECTION 13.8

No Legal Title to Trust Estate

SECTION 13.9

Creditors

SECTION 13.10

Integration

SECTION 13.11

Goodwill; Use of Name

SECTION 13.12

Jurisdiction; Venue; Waiver of Jury Trial

SECTION 13.13

Corporate Transparency Act

iii

21SHARES SOLANA STAKING ETF

SECOND AMENDED AND RESTATED TRUST AGREEMENT

This SECOND AMENDED AND RESTATED TRUST AGREEMENT

(this “Trust Agreement”) of 21SHARES SOLANA STAKING ETF (the “Trust”) is made and entered into as of August 26,

2026, by and among 21SHARES US LLC, a Delaware limited liability company and sponsor of the Trust (the “Sponsor”), CSC DELAWARE

TRUST COMPANY, a Delaware corporation, as trustee (the “Trustee”), and the SHAREHOLDERS from time to time hereunder.

RECITALS

WHEREAS, the Trust was formed on June 3, 2024

pursuant to a trust agreement between the Sponsor and the Trustee (the “Original Trust Agreement”);

WHEREAS, the Sponsor desired to change the name

of the Trust, and directed the Trustee to execute and file a certificate of amendment to the Certificate of Trust (as defined herein);

WHEREAS, the Sponsor and the Trustee entered

into the Amended and Restated Trust Agreement dated as of November 17, 2025 (the “Amended and Restated Trust Agreement”);

WHEREAS, the Sponsor directed the Trustee

to execute and file an amendment to the Certificate of Trust to change the name of the Trust to “21Shares Solana Staking ETF”

on August 25, 2026, which filing was ratified and approved;

WHEREAS, the Sponsor and the Trustee wish to enter

into this Second Amended and Restated Trust Agreement;

NOW, THEREFORE, the Trustee and the Sponsor hereby

amend and restate the Amended and Restated Trust Agreement in its entirety and agree to enter in this Second Amended and Restated Trust

Agreement as set forth below.

ARTICLE I

DEFINITIONS; THE TRUST

SECTION 1.1 Definitions. As used in this Second

Amended and Restated Trust Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“1940 Act” means the Investment Company

Act of 1940, as amended.

“Additional Trust Expenses” has the

meaning set forth in Section 6.7(b).

“Administrator” means a Person from

time to time engaged by the Sponsor to assist in the administration of the Shares.

“Administrator Fee” means the fee

payable to the Administrator for services it provides to the Trust, which the Sponsor shall pay the Administrator as a Sponsor-paid Expense.

“Affiliate” means (i) any Person directly

or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii)

any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote

by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any

employee, officer, director, member, manager or partner of such Person, or (v) if such Person is an employee, officer, director, member,

manager or partner, any Person for which such Person acts in any such capacity.

“Aggregate Basket Deposit” means,

with respect to any Creation Order or Redemption Order, the applicable Basket Deposit multiplied by the number of Creation Baskets or

Redemption Baskets, as specified in the applicable Creation Order or Redemption Order.

“Authorized Participant” means a Person

that (i) is a registered broker-dealer, (ii) has entered into an Authorized Participant Agreement with the Sponsor and the Trust, and

(iii) has access to an Authorized Participant Wallet.

“Authorized Participant Agreement”

means an agreement among the Trust, the Sponsor and an Authorized Participant, pursuant to which the Authorized Participant will act as

authorized participant of the Trust in connection with Creation Baskets and Redemption Baskets.

“Authorized Participant Wallet” means,

with respect to any Authorized Participant, a SOL wallet address known to the SOL Custodian as belonging to such Authorized Participant.

“Basket” means a block of 10,000 Shares

used by the Trust to issue or redeem Shares.

“Basket Deposit” means the total cash

deposit amount required to create each Basket.

“Benchmark Provider” means FTSE International

Limited.

“BOI Report” has the meaning set forth

in Section 13.13.

“Business Day” means, with respect

to the Trustee, each weekday that the Trustee is open, and for all other purposes hereunder, each weekday on which banks are open in New

York, New York.

“Cash Custodian” means any other Person

from time to time engaged to provide custodian, security or related services to the Trust’s cash assets pursuant to authority delegated

by the Sponsor.

“Certificate of Trust” means the Certificate

of Trust of the Trust, including all amendments thereto, in the form attached hereto as Exhibit A, filed with the Secretary of State of

the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute.

“CFTC” means the Commodity Futures

Trading Commission.

“Code” means the Internal Revenue

Code of 1986, as amended.

“Cold Vault Balance” means the substantial

portion of the private keys associated with the Trust’s SOL kept by the SOL Custodian in “cold storage” or similarly

secure technology.

“Commodity Exchange Act” means the

U.S. Commodity Exchange Act of 1936, as amended.

“Conflicting Provisions” has the meaning

assigned thereto in Section 13.2.

“Corporate Trust Office” means the

principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date

hereof is located at 251 Little Falls Drive, Wilmington, DE 19808.

“Covered Person” means the Sponsor,

its shareholders, members, directors, officers, employees, its Affiliates and subsidiaries and their respective members, managers, directors,

officers, employees, agents and controlling persons.

“Creation Basket” means a Basket issued

by the Trust in exchange for the deposit of the Basket Deposit.

“Creation Order” has the meaning assigned

thereto in Section 3.1(b)(i).

“Creation Settlement Date” means,

with respect to any Creation Order, the Business Day following the Trade Date for such Creation Order.

“CTA” has the meaning assigned thereto

in Section 13.13.

“Custody Account” means one or more

accounts maintained by the SOL Custodian in the name of the Sponsor and of the Trust held for the safekeeping of the Trust’s SOL.

“Delaware Trust Statute” means the

Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended

from time to time.

“DTC” means the Depository Trust Company.

“Exchange” means Cboe BZX Exchange,

Inc.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Exchange Trading Day” means a day

on which the Exchange is open.

“Expenses” has the meaning set forth

in Section 5.4.

“FinCEN” means the Financial Crimes

Enforcement Network, a bureau of the U.S. Department of Treasury.

“Fiscal Year” has the meaning set

forth in Article IX hereof.

“GAAP” means U.S. generally accepted

accounting principles.

“Incidental Rights” means rights to

receive or acquire non-SOL virtual currency that may come into the possession of the Trust from time to time through airdrops, hardforks

or otherwise. These rights are generally expected to arise without any action of the Trust or of the Sponsor on behalf of the Trust.

“Indemnified Persons” has the meaning

assigned to such term in Section 5.4.

“IRS” means the U.S. Internal Revenue

Service or any successor thereto.

“IR Virtual Currency” means virtual

currency tokens, or other asset or right, acquired by the Trust through the exercise of any Incidental Rights.

“Liquidating Trustee” has the meaning

assigned thereto in Section 12.2.

“Marketing Agent” means a Person from

time to time engaged by the Sponsor to assist in the marketing of the Shares.

“Marketing Fee” means the fee payable

to the Marketing Agent for services it provides to the Trust, which the Sponsor shall pay the Marketing Agent as a Sponsor-paid Expense.

“NAV” means net asset value.

“PA Procedures” has the meaning assigned

thereto in Section 3.1(b).

“Percentage Interest” means a fraction,

the numerator of which is the number of any Shareholder’s Shares and the denominator of which is the total number of Shares of the

Trust outstanding as of the date of determination.

“Person” means any natural person

and any partnership, limited liability company, statutory trust, corporation, association, or other legal entity.

“Pricing Benchmark” means FTSE Solana

Index administered by the Benchmark Provider.

“Principal Market” means the SOL market

determined by the Trust to be its principal market (or in the absence of a principal market the most advantageous market) in accordance

with GAAP.

“Principal Market NAV” means the net

asset value of the Trust determined on a GAAP basis.

“Principal Market NAV per Share” means

the net asset value of the Trust determined on a GAAP basis divided by the number of outstanding Shares.

“Prospectus” means the prospectus

filed with the SEC as part of a registration statement registering the Shares.

“Redemption Basket” means a Basket

redeemed by the Trust in exchange for SOL (or an amount of cash equal to the value of such SOL) in an amount equal to the Basket Deposit.

“Redemption Order” has the meaning

assigned thereto in Section 3.3(a)(i).

“Redemption Settlement Date” means,

with respect to any Redemption Order, the second Business Day (or such earlier day as is industry practice for regular-way trading) following

the Trade Date for such Redemption Order.

“Registration Statement” means a registration

statement filed by the Trust with the SEC under the Securities Act or the Exchange Act with respect to Shares.

“SEC” means the Securities and Exchange

Commission.

“Securities Act” means the U.S. Securities

Act of 1933, as amended.

“Shareholder” means any Person that

owns Shares.

“Shares” means the common units of

fractional undivided beneficial interest in the profits, losses, distributions, capital and assets of, and ownership of, the Trust. Shares

have no par value, unless otherwise determined by the Sponsor as provided herein. Shares may be owned by the Sponsor or a Shareholder.

“SOL”: A digital asset based on the

open-source protocol of the peer-to-peer Solana computer network.

“SOL Counterparty” means a designated

third party with whom the Sponsor has entered into an agreement on behalf of the Trust, that will, acting as a counterparty, deliver,

receive or convert to U.S. dollars the SOL related to the Authorized Participant’s creation or redemption order.

“SOL Custodian” means any Person from

time to time engaged to provide custodian, security or related services to the Trust’s SOL and cash assets pursuant to authority

delegated by the Sponsor.

“SOL Custodian Fee” means the fee

payable to the SOL Custodian for the services it provides to the Trust, which the Sponsor shall pay to the SOL Custodian as a Sponsor-paid

Expense.

“SOL Holdings” means, at any time,

the aggregate U.S. Dollar value of the Trust’s SOL (including any staked SOL) less the Trust’s liabilities (including estimated

accrued but unpaid fees and expenses), as calculated according to Section 8.4. “Sponsor” means 21shares US LLC, or any substitute

therefor as provided herein, or any successor thereto by merger or operation of law.

“Sponsor-paid Expense” and “Sponsor-paid

Expenses” have the meaning set forth in Section 6.7(a)(iv).

“Sponsor Fee” has the meaning set

forth in Section 6.7(a)(i).

“Staking” means using, or permitting

to be used, in any manner, directly or indirectly, through an agent or otherwise (including, for the avoidance of doubt, through a delegation

of rights to any third party with respect to any portion of the Trust Estate, by making any portion of the Trust Estate available to any

third party or by entering into any similar arrangement with a third party), any portion of the Trust Estate in a proof-of-stake validation

protocol.

“Trade Date” means, for any subscription

agreement, Creation Order or, if applicable, a Redemption Order, the Business Day on which the Basket Deposit with respect to such subscription

agreement, Creation Order or Redemption Order is determined in accordance with the procedures set forth herein.

“Transfer Agent” means the Bank of

New York Mellon, or any other Person from time to time engaged to provide such services or related services to the Trust pursuant to authority

delegated by the Sponsor.

“Transfer Agent Fee” means the fee

payable to the Transfer Agent for the services it provides to the Trust, which the Sponsor shall pay to the Transfer Agent as a Sponsor-paid

Expense.

“Treasury Regulations” means regulations,

including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary

regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” means 21shares Solana Staking

ETF, a Delaware statutory trust formed pursuant to the Certificate of Trust, the business and affairs of which are governed by this Trust

Agreement.

“Trust Agreement” means this Second

Amended and Restated Trust Agreement, as it may at any time or from time to time be amended.

“Trustee” means CSC Delaware Trust

Company, its successors and assigns, or any substitute therefor as provided herein, acting not in its individual capacity but solely as

trustee of the Trust.

“Trust Estate” means all of the SOL

on deposit in the Custody Account and proceeds from the sale of SOL, as well as any other rights of the Trust pursuant to any agreements,

other than this Trust Agreement, to which the Trust is a party.

“Trust Expenses” has the meaning set

forth in Section 5.3.

“U.S. Dollar” means United States

dollars.

SECTION 1.2 Name.

The name of the Trust is “21shares Solana

Staking ETF” in which name the Sponsor shall cause the Trust to carry out its purposes as set forth in Section 1.5 hereof, make

and execute contracts and other instruments in the name and on behalf of the Trust and sue and be sued in the name and on behalf of the

Trust. Prior to the date hereof, the Sponsor directed the Trustee to execute and file with the Secretary of State a certificate of amendment

to the Certificate of Trust to change the name of the Trust, and such certificate of amendment is hereby ratified and confirmed.

SECTION 1.3 Trustee; Offices.

(a) The sole Trustee of the Trust is CSC Delaware

Trust Company, which is located at the Corporate Trust Office or at such other address in the State of Delaware as the Trustee may designate

in writing to the Shareholders. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address.

(b) The principal office of the Trust, and such

additional offices as the Sponsor may establish, shall be located at such place or places inside or outside the State of Delaware as the

Sponsor may designate from time to time in writing to the Trustee and the Shareholders. Initially, the principal office of the Trust shall

be at c/o 21Shares US LLC, 158 W. 27th Street, New York, New York 10001.

SECTION 1.4 Declaration of Trust.

The Trust Estate shall be held in trust for the

Shareholders. It is the intention of the parties hereto that the Trust shall be a statutory trust, under the Delaware Trust Statute and

that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to create

a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal

relationship other than a Delaware statutory trust that is treated as a grantor trust for U.S. federal income tax purposes and for purposes

of applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Shareholders partners or members

of a joint stock association. Effective as of the date hereof, the Trustee and the Sponsor shall have all of the rights, powers and duties

set forth herein and in the Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The Sponsor has previously

directed the Trustee to file the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation

of the Trust under the Delaware Trust Statute.

SECTION 1.5 Purposes and Powers.

The purposes of the Trust shall be to accept subscriptions

or Creation Orders for Shares in SOL or cash in accordance with Article III hereof, to distribute SOL or cash upon Redemption Orders of

Shares in accordance with Article III hereof, reflect rewards from staking a portion of the Trust’s SOL, to the extent the Sponsor in

its sole discretion determines that the Trust may engage in Staking without undue legal or regulatory risk, such as, without limitation,

the risk of jeopardizing the Trust’s ability to qualify as a grantor trust for U.S. federal income tax purposes, and to enter into any

lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing. The Trust shall not engage in

any business activity and shall not acquire or own any assets other than SOL, cash or cash from the sale of SOL, pending use of such cash

for payment of Additional Trust Expenses or distribution to the Shareholders, as provided in this Trust Agreement, or take any of the

actions set forth in Section 1.11. Notwithstanding the preceding sentence, from time to time the Trust may receive Incidental Rights as

a result of an airdrop or hard fork or similar method. The Trust shall have all of the powers specified in Section 2.1 hereof as powers

which may be exercised by the Sponsor on behalf of the Trust under this Trust Agreement. Nothing in this Trust Agreement shall be construed

to give the Trustee or the Sponsor the power to vary the investment of the Shareholders within the meaning of the Treasury Regulations,

nor shall the Trustee or the Sponsor take any action that would vary the investment of the Shareholders.

SECTION 1.6 Assets of the Trust

The Trust shall not acquire or own any assets

other than SOL, cash in connection with Creation Orders or Redemption Orders or cash from the sale of SOL pending use of such cash for

payment of Additional Trust Expenses or distribution to the Shareholders, as provided in this Trust Agreement, or from time to time, Incidental

Rights.

SECTION 1.7 Tax Treatment.

Unless the IRS determines otherwise in published

guidance controlling as to the tax classification of the Trust or in a private letter ruling issued to the Trust or to the Sponsor on

behalf of the Trust, the Trust shall be treated for U.S. federal income tax purposes, and for all applicable state and local tax purposes,

as a grantor trust and the Shares shall qualify under applicable tax law as interests in a grantor trust which holds the Trust Estate.

Each party agrees to use reasonable efforts to notify the other parties promptly upon a receipt of any notice from any taxing authority

having jurisdiction over such holders of Shares with respect to the treatment of the Shares as anything other than interests in a grantor

trust.

SECTION 1.8 Legal Title.

Legal title to all of the Trust Estate shall be

vested in the Trust as a separate legal entity; provided, however, that if applicable law in any jurisdiction requires legal title to

any portion of the Trust Estate to be vested otherwise, the Sponsor may cause legal title to such portion of the Trust Estate to be held

by or in the name of the Sponsor or any other Person (other than a Shareholder or the Trustee unless) as nominee.

SECTION 1.9 Assets of the Trust.

The Trust Estate shall irrevocably belong to the

Trust for all purposes, subject only to the rights of creditors of the Trust and shall be so recorded upon the books of account of the

Trust.

SECTION 1.10 Liabilities of the Trust.

The Trust Estate shall be charged with the liabilities

of the Trust and with all expenses, costs, charges and reserves attributable to the Trust. The Sponsor shall have full discretion, to

the extent not inconsistent with applicable law, to determine which items shall be treated as income and which items as capital, and each

such determination and allocation shall be conclusive and binding upon the Shareholders.

SECTION 1.11 General Prohibitions.

The Trust shall not:

(a) Receive any property other than SOL upon the

issuance of Shares;

(b) Hold any property other than SOL, Incidental

Rights, IR Virtual Currency, or cash from the sale of SOL or interests in any liquidating trust or other vehicle formed to hold such interests

pending distribution of such interests to the Shareholders;

Rights or IR Virtual Currency for more than thirty (30) Business Days prior to using such cash to pay Additional Trust Expenses and distributing

any remaining cash to the Shareholders;

(d) Redeem the Shares other than (i) to satisfy

a Redemption Order from an Authorized Participant, (ii) as provided in Section 6.8 or (iii) upon the dissolution of the Trust;

(e) Borrow money from or loan money to any Shareholder

(including the Sponsor) or any other Person;

(f) Create, incur, assume or suffer to exist any

lien, mortgage, pledge conditional sales or other title retention agreement, charge, security interest or encumbrance on or with respect

to the Trust Estate, except liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which

appropriate reserves have been established;

(g) Commingle the Trust Estate with the assets of any other Person;

(h) Permit rebates to be received by the Sponsor

or any Affiliate of the Sponsor, or permit the Sponsor or any Affiliate of the Sponsor to engage in any reciprocal business arrangements

which would circumvent the foregoing prohibition;

(i) Enter into any contract with the Sponsor or

an Affiliate of the Sponsor (A) that, except for selling agreements for the sale of Shares, has a term of more than one year and that

does not provide that it may be cancelled by the Trust without penalty on sixty (60) days prior written notice or (B) for the provision

of services, except at rates and terms at least as favorable as those that may be obtained from third parties in arm’s length negotiations;

(j) Cause the Trust to elect to be treated as

an association taxable as a corporation for U.S. federal income tax purposes; or

(k) Take any action that would result in the Trust

being treated other than as a grantor trust for U.S. federal tax purposes.

ARTICLE II

SHARES; CAPITAL CONTRIBUTIONS

SECTION 2.1 General.

The Sponsor shall have the power and authority,

without action or approval by the Shareholders, to cause the Trust to issue Shares from time to time as it deems necessary or desirable

and in the interest of the Trust. The number of Shares authorized shall be unlimited, and the Shares so authorized may be represented

in part by fractional Shares, calculated to one one-hundred-millionth of one SOL (i.e., carried to the eighth decimal place). From time

to time, the Sponsor may cause the Trust to divide or combine the Shares into a greater or lesser number without thereby changing the

proportionate beneficial interests in the Trust Estate, or in any way affecting the rights, of the Shareholders, without action or approval

by the Shareholders. The Trust shall issue Shares solely in exchange for contributions of SOL (or for no consideration if pursuant to

a Share distribution or split-up) in accordance with the procedures set forth herein and in any applicable Authorized Participant Agreement.

All Shares when so issued shall be fully paid and non-assessable. Every Shareholder, by virtue of having purchased or otherwise acquired

a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement and shall be a party

to this Trust Agreement without any requirement to execute this Trust Agreement.

SECTION 2.2 Book-Entry-Only System.

Shares shall be held in book-entry form by the

Transfer Agent. The Sponsor or its delegate shall direct the Transfer Agent to (i) credit or debit the number of Creation Baskets or Redemption

Baskets to the account of the applicable Shareholder or Authorized Participant, as applicable and (ii) issue or cancel Creation Baskets

or Redemption Baskets, as applicable, at the direction of the Sponsor or its delegate.

SECTION 2.3 Distributions.

(a) The Sponsor may, in its absolute discretion,

cause the Trust to make distributions to the Shareholders from the Trust Estate at any time, including if required in order to preserve

its status as a grantor trust for U.S. federal income tax purposes. If the Trust sells SOL, any cash remaining after the payment of any

Additional Trust Expenses shall promptly be distributed to the Shareholders.

(b) All distributions on Shares shall be made

pro rata to the Shareholders in proportion to their respective Percentage Interests at the date and time of record established for such

distribution.

as determined in the sole discretion of the Sponsor.

SECTION 2.4 Voting Rights.

Shareholders shall only have such rights as set

forth in Article VII hereof. Notwithstanding any other provision hereof, on each matter submitted to a vote of the Shareholders, each

Shareholder shall be entitled to a proportionate vote based upon its Percentage Interest at such time.

SECTION 2.5 Equality.

All Shares shall represent an equal proportionate

beneficial interest in the Trust Estate subject to the liabilities of the Trust, and each Share’s interest in the Trust Estate shall

be equal to each other Share.

ARTICLE III

CREATIONS AND REDEMPTIONS

SECTION 3.1 Procedures for Creation and Issuance

of Creation Baskets.

(a) General. Shares may be created and issued

directly by the Trust through Creation Orders (as described below) delivered by Authorized Participants.

(b) Creation and Issuance Through Authorized Participants.

The following procedures, as supplemented by the more detailed procedures specified in the Exhibits, annexes, attachments and procedures,

as applicable, to each Authorized Participant Agreement (the “PA Procedures”), which may be amended from time to time in accordance

with the provisions of the relevant Authorized Participant Agreement (provided that any such amendment shall not constitute an amendment

of this Trust Agreement), shall govern the Trust with respect to the creation and issuance of Creation Baskets. Subject to the limitations

upon, and requirements for, issuance of Creation Baskets stated herein and in the PA Procedures, the number of Creation Baskets that may

be issued by the Trust is unlimited.

(i) On any Business Day, an Authorized Participant

may place an order for one or more Creation Baskets (each, a “Creation Order”) in the manner provided in the PA Procedures.

Cash creation orders must be placed by 12:00 p.m. ET, or the close of regular trading on the Exchange, or at a time as determined by the

Sponsor. The day on which an order is received by the Transfer Agent is considered the purchase order date.

(ii) The Sponsor or its delegate shall process

Creation Orders only from Authorized Participants with respect to which an Authorized Participant Agreement is in full force and effect.

The Sponsor or its delegate shall maintain and make available to any Shareholder at the Trust’s principal offices during normal

business hours a current list of the Authorized Participants with respect to which an Authorized Participant Agreement is in full force

and effect.

(iii) The Trust shall create and issue Creation

Baskets in exchange for deposit with the SOL Custodian on the applicable Creation Settlement Date of the applicable Aggregate Basket Deposit,

the delivery of which may be facilitated by the SOL Counterparty as part of a cash-settled transaction with the relevant Authorized Participant.

(iv) The Sponsor or its delegate has final determination

of all questions as to the calculation of the Aggregate Basket Deposit at any time.

(v) Deposits other than cash received from an

Authorized Participant and SOL from the SOL Counterparty shall be rejected.

(vi) To effectuate a creation order, the Authorized

Participant will be required to prefund with cash the Trust’s purchase of SOL in an amount set by the Sponsor. The Authorized Participant

will be required to transfer the cash deposit amount associated with such creation order to the Trust’s account with the Cash Custodian.

The Sponsor, on behalf of the Trust, will instruct a SOL Counterparty to purchase the amount of SOL equivalent in value to the cash deposit

amount associated with the creation order, with such purchase transaction prearranged to be executed, in the Sponsor’s reasonable

efforts, at the Pricing Benchmark price used by the Trust to calculate NAV, taking into account any spread, commissions, or other trading

costs on the date of the applicable Creation Order. The resulting SOL will be deposited in the Trust’s account with the SOL Custodian.

Any slippage incurred (including, but not limited to, any trading fees, spreads, or commissions), on a cash equivalent basis, will be

the responsibility of the Authorized Participant and not of the Trust or Sponsor. To the extent the execution price of the SOL acquired

by the SOL Counterparty at settlement is less than the cash deposit amount, such cash difference will be remitted to the Authorized Participant.

To the extent the execution price of the SOL acquired by the SOL Counterparty exceeds the cash deposit amount, such cash difference will

be the responsibility of the Authorized Participant and not the Trust or Sponsor.

(vii) Determination of the Basket Deposit. Each

Share issued in the initial offering of Shares will represent 0.1 of one SOL. For each Creation Order thereafter, the total cash deposit

amount required to create each Basket (“Basket Deposit”) is the amount of cash equivalent to the amount of SOL that is in

the same proportion to the total assets of the Trust, net of accrued expenses and other liabilities, on the date the order to purchase

is properly received, as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding

on the date the order is received, plus a cash buffer set by the Sponsor. The Basket Deposit changes from day to day. On each day that

the Exchange is open for regular trading, the Administrator adjusts the quantity of SOL represented by the Basket Deposit as appropriate

to reflect accrued expenses and any loss of SOL that may occur. The computation is made by the Administrator as promptly as practicable

after 4:00 p.m. ET. Each night, the Sponsor will publish the amount of SOL that is represented by each Basket Deposit.

Basket Deposit will be conclusively determined by the Sponsor and will be final and binding on all persons interested in the Trust. The

Basket Deposit multiplied by the number of Baskets being created for any Creation Order is the “Aggregate Basket Deposit.”

(d) Rejection.

The Sponsor or its designee has the absolute right,

but does not have any obligation, to reject any purchase order or Basket Deposit if the Sponsor determines that:

(i) the purchase order or Basket Deposit is not

in proper form;

(ii) it would not be in the best interest of the

Shareholders of the Trust;

(iii) the acceptance of the purchase order or

the Basket Deposit would have adverse tax consequences to the Trust or its Shareholders;

(iv) the acceptance or receipt of which would,

in the opinion of counsel to the Sponsor, be unlawful; or

(v) circumstances outside the control of the Trust,

the Sponsor, the Marketing Agent or the SOL Custodian make it, for all practical purposes, not feasible to process Creation Baskets (including

if the Sponsor determines that the investments available to the Trust at that time will not enable it to meet its investment objective).

None of the Sponsor, the Transfer Agent or the

SOL Custodian will be liable for the rejection of any purchase order or Basket Deposit.

(e) Conflict. In the event of any conflict between

the procedures described in this Section 3.1 and the PA Procedures, the PA Procedures shall control.

SECTION 3.2 Alternate Procedures.

(a) Alternate Procedures. Notwithstanding any

of the foregoing, the SOL Custodian may accept delivery of SOL by such other means as the Sponsor, from time to time, may determine to

be acceptable for the Trust. The Sponsor or its delegates from time to time may, but shall have no obligation to, establish procedures

with respect to subscription of Shares in lot sizes smaller than the Creation Basket and permitting the creation distribution to be delivered

in a manner other than that specified in Section 3.1.

(b) Alternate Procedures If Successor Custodian

Is Appointed. In addition, if a successor or alternative to the SOL Custodian shall be employed, the Trust and the Sponsor shall establish

procedures acceptable to such successor with respect to the matters addressed in this Article III.

SECTION 3.3 Redemption of Redemption Baskets.

(a) General. Shares may be redeemed by the Trust

only through Redemption Orders (as described below) delivered by Authorized Participants.

The following procedures, as supplemented by the

PA Procedures, which may be amended from time to time in accordance with the provisions of the Authorized Participant Agreement (provided

that any such amendment shall not constitute an amendment of this Trust Agreement), shall govern the Trust with respect to Redemption

Orders.

(i) On any Business Day, an Authorized Participant

may place an order to redeem Redemption Baskets (each, a “Redemption Order”) in the manner provided in the PA Procedures.

Redemption orders must be placed by 12:00 p.m. ET, or the close of regular trading on the Exchange, or another time as determined by the

Sponsor.

(ii) The Sponsor or its delegates shall process

Redemption Orders only from Authorized Participants with respect to which an Authorized Participant Agreement is in full force and effect.

(iii) The Trust shall redeem Redemption Baskets

only in exchange for deposit with the Transfer Agent on the Redemption Settlement Date Shares equal to the total number of Baskets indicated

in the Redemption Order.

(iv) To effectuate a redemption order via a cash

transaction, the Authorized Participant will be required to prefund a cash amount determined by the Sponsor to the Trust’s account

with the Transfer Agent no later than 2:00 pm ET on the sell order date or at another time as determined by the Sponsor. Upon receipt

of the required cash indicated in the redemption order, the Sponsor, on behalf of the Trust, will instruct the SOL Counterparty to convert

this SOL into cash by effectuating a SOL sale executed, in the Sponsor’s reasonable efforts, at the Pricing Benchmark price used

by the Trust to calculate NAV, and deposit the cash proceeds of such sale in the Trust’s account with the Cash Custodian for settlement

with the Authorized Participant (taking into account any spread, commission, or other trading costs).

(v) The redemption distribution from the Trust

is delivered to the SOL Counterparty on the redemption distribution date if the Trust’s Depository Trust Company (“DTC”)

account has been credited with the Baskets to be redeemed. Once the Sponsor determines that the Shares have been received in the Trust’s

DTC account, the Sponsor authorizes the SOL Custodian to transfer the redemption SOL amount from the Trust’s SOL Custodian account

to the SOL Counterparty for conversion to cash to be distributed to the Authorized Participant upon settlement.

(vi) Upon receipt of the redemption distribution

of SOL by the SOL Counterparty, the SOL Counterparty, as a counterparty to the Trust, shall convert the SOL associated with the redemption

order to cash for settlement with the Trust. Under most circumstances, this transfer of SOL will be made from the Trust’s Cold Vault

Balance with the SOL Custodian, although in some circumstances, SOL may be transferred from outside of cold storage.

(vii) The Sponsor or its delegate has final determination

of all questions as to the determination of the Aggregate Basket Deposit at any time.

(viii) The Aggregate Basket Deposit shall only

be delivered only to the Trust’s account at the Cash Custodian or a cash account at the SOL Custodian.

(ix) The Aggregate Basket Deposit shall be subject

to the deduction of any applicable tax or other governmental charges that may be due.

(b) Rejection.

(i) The Sponsor or its delegate shall reject a

Redemption Order if (1) the Redemption Order is not in proper form; (2) the fulfillment of the Redemption Order, in the opinion of its

counsel, might be unlawful; (3) the acceptance of the Redemption Order would have adverse tax consequences to the Trust or its Shareholders;

or (4) it would not be in the best interest of the Shareholders of the Trust.

(ii) The redemption of Baskets may be suspended

generally, or refused with respect to a particular Redemption Order, during any period when the transfer books of the Transfer Agent are

closed or if circumstances outside the control of the Sponsor or its delegate make it for all practicable purposes not feasible to process

Redemption Orders. None of the Sponsor, its delegates or the SOL Custodian shall be liable for the suspension or rejection of any Redemption

Order.

the procedures described in this Section 3.3 and the PA Procedures, the PA Procedures shall control.

SECTION 3.4 Other Redemption Procedures.

The Sponsor or its delegates from time to time

may, but shall have no obligation to, establish procedures with respect to redemption of Shares in lot sizes smaller than a Redemption

Basket and permitting the redemption distribution to be delivered in a manner other than that specified herein.

ARTICLE IV

TRANSFERS OF SHARES

SECTION 4.1 Transfer of Shares

Any transfer of Shares must comply with the provisions

of this Article IV. Any act or transaction that does not comply with this Article IV shall be deemed void ab initio and not be binding

or recognized by the Trust (regardless of whether the Sponsor shall have knowledge of such act or transaction) unless approved in writing

by the Sponsor in its sole discretion.

Subject to the provisions of this Article IV,

Shares shall be transferable on the books of the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery

to the Sponsor or the Trust’s Transfer Agent or similar agent of a duly executed instrument of transfer, together with a Share certificate

if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may

be required by the Sponsor. Upon such delivery, and subject to any further requirements specified by the Sponsor, the transfer shall be

recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder

with respect to such Shares for all purposes hereunder and neither the Sponsor nor the Trust, nor the Transfer Agent or any similar agent

or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer. The record books

of the Trust as kept by the Trust, or any transfer or similar agent, as the case may be, will be conclusive as to the identity of the

Shareholders and as to the number of Shares held from time to time by each.

ARTICLE V

THE TRUSTEE

SECTION 5.1 Term; Resignation; Removal; Successor

Trustee.

(a) CSC Delaware Trust Company has been appointed

and hereby agrees to serve as the Trustee of the Trust. The Trust shall have only one Trustee unless otherwise determined by the Sponsor.

The Trustee shall serve until such time as the Trust is terminated or if the Sponsor removes the Trustee or the Trustee resigns. The Trustee

is appointed to serve as the trustee of the Trust in the State of Delaware and shall at all times satisfy the requirements of Section

3807(a) of the Delaware Trust Statute and be authorized to exercise corporate trust powers under the laws of Delaware, having a combined

capital, surplus and undivided profits of at least $50,000,000 and subject to supervision or examination by federal or state authorities.

If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or

examining authority, then for the purposes of this Article V the combined capital, surplus and undivided profits of the Trustee shall

be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time

the Trustee shall cease to be eligible to serve as trustee of the Trust in accordance with the provisions of this Section 5.1, the Trustee

shall resign promptly in the manner and with the effect specified in this Article V. The Trustee may have normal banking and trust relationships

with the Sponsor and their respective affiliates; provided that none of (i) the Sponsor, (ii) any Person involved in the organization

or operation of the Sponsor or the Trust or (iii) any Affiliate of any of them may be the Trustee hereunder. The Trust shall have at least

one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Trustee shall have

none of the duties or liabilities of the Sponsor and shall have no obligation to supervise or monitor the Sponsor or otherwise manage

the Trust and no such duties shall be implied. To the extent, at law or in equity, the Trustee has duties (including fiduciary duties)

and liabilities relating thereto to the Trust or the Sponsor, it is hereby understood and agreed by the parties hereto that such duties

and liabilities are replaced by the duties and liabilities of the Trustee expressly set forth in this Trust Agreement.

(b) The Trustee is permitted to resign upon at

least thirty (30) days’ written notice to the Sponsor upon which date such resignation shall be effective. If no successor Trustee

shall have accepted such appointment within forty five (45) days after the giving of such notice of resignation, the Trustee at the expense

of the Trust may petition any court of competent jurisdiction for the appointment of a successor Trustee.

be eligible to serve as trustee of the Trust in accordance with the provisions of this Trust Agreement, or if at any time the Trustee

shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be

appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,

conservation or liquidation, then the Sponsor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate,

which instrument shall be delivered to the Trustee so removed and the successor trustee. The Sponsor may at any time, upon thirty (30)

days’ prior notice to the Trustee, remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate,

signed by the Sponsor or its attorney-in-fact duly authorized, one complete set of which instruments shall be delivered to the Trustee

so removed and one complete set to the successor so appointed.

(d) Any resignation or removal of the Trustee

and appointment of a successor Trustee cannot become effective until a written acceptance of appointment is delivered by the successor

Trustee to the outgoing Trustee and the Sponsor and any fees, expenses and indemnities due to the outgoing Trustee are paid. Following

compliance with the preceding sentence, the successor will become fully vested with the rights, powers, duties and obligations of the

outgoing Trustee under the Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged

of its duties and obligations herein. The successor trustee shall file any necessary amendments to the Certificate of Trust as required

under the Delaware Trust Statute.

(e) If the Trustee resigns and no successor trustee

is appointed within 180 days after the date the Trustee issues its notice of resignation, the Sponsor will terminate and liquidate the

Trust and distribute its remaining assets.

SECTION 5.2 Powers.

The duty and authority to manage the affairs of

the Trust is vested in the Sponsor, which duty and authority the Sponsor may further delegate as provided herein pursuant to Section 3806(b)(7)

of the Delaware Trust Statute. The duties of the Trustee shall be limited to (i) accepting legal process served on the Trust in the State

of Delaware, and (ii) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which

the Trustee is required to execute under Section 3811 of the Delaware Trust Statute,. The Trustee shall provide prompt notice to the Sponsor

of its performance of any of the foregoing. The Sponsor shall reasonably keep the Trustee informed of any actions taken by the Sponsor

with respect to the Trust that would reasonably be expected to affect the rights, obligations or liabilities of the Trustee hereunder

or under the Delaware Trust Statute.

SECTION 5.3 Compensation and Expenses of the Trustee.

The Trustee shall be entitled to receive from

the Sponsor, as a Sponsor-paid Expense, reasonable compensation for its services hereunder as set forth in a separate fee agreement and

shall be entitled to be reimbursed by the Sponsor for reasonable out-of-pocket expenses incurred by it in the performance of its duties

hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel, any experts

and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder (together,

the “Trust Expenses”). To the extent that the Sponsor fails to pay the Trust Expenses, the Trust will be responsible for such

Trust Expenses. The Trustee may consult with counsel (who may be counsel for the Sponsor or for the Trustee). The reasonable legal fees

incurred in connection with such consultation shall be reimbursed to the Trustee pursuant to this Section, provided that no such fees

shall be payable to the extent that they are incurred as a result of the Trustee’s gross negligence, bad faith or willful misconduct.

The Trustee may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks

(from the date issued until the date cashed), funds that the Trustee is directed not to invest, deposits awaiting investment direction

or received too late to be invested overnight in previously directed investments. All fees, expenses and indemnities paid to the Trustee

shall be paid in U.S. Dollars.

SECTION 5.4 Indemnification.

(a) The Trust hereby agrees to be primary obligor

and shall indemnify, defend and hold harmless the Trustee (including in its individual capacity) and any of the officers, affiliates,

directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities

(including liabilities under any state or federal securities laws), claims, actions, suits, costs, expenses, disbursements (including

for each Indemnified Person the reasonable fees and expenses of counsel and fees and expenses (including legal fees and expenses) incurred

in connection with enforcement of its indemnification rights hereunder), taxes and penalties of any kind and nature whatsoever (collectively,

“Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified

Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions

contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which

are adjudicated by a court of competent jurisdiction to be a direct result of the willful misconduct, bad faith or gross negligence of

an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60)

days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify,

defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall

not be required to indemnify any Indemnified Person for any Expenses which are adjudicated by a court of competent jurisdiction to be

a direct result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by

law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to

the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay

such amount if it shall be determined by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified

under this Trust Agreement.

(b) As security for any amounts owing to the Trustee

hereunder, the Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Sponsor, or any other

Shareholder.

to indemnify the Indemnified Persons under this Section 5.4 shall survive the termination of this Trust Agreement and resignation or removal

of the Trustee.

SECTION 5.5 Successor Trustee. Upon the

resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by delivering a written instrument to the

outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. The successor

Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust

Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and

obligations under this Trust Agreement. Any business entity into which the Trustee may be merged or converted or with which it may

be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any

entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee

hereunder, to the fullest extent permitted by law without the execution or filing of any paper or any further act on the part of any

of the parties hereto.

SECTION 5.6 Liability of Trustee. Except as

otherwise provided in this Article V, in accepting the trust created hereby, the Trustee acts solely as Trustee hereunder and not in

its individual capacity, and all Persons having any claim against CSC Delaware Trust Company by reason of the transactions

contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for

payment or satisfaction thereof.

The Trustee will not be liable for the acts or

omissions of the Sponsor, nor will the Trustee be liable for supervising or monitoring the performance and the duties and obligations

of the Sponsor or the Trust under the Trust Agreement. The Trustee will not be personally liable under any circumstances, except for its

own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation:

(a) the Trustee will not be personally liable

for any error of judgment made in good faith by an officer or employee of th Trustee;

(b) no provision of this Trust Agreement will

require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights

or powers hereunder, if the Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against

such risk or liability is not reasonably assured or provided to it;

personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(d) the Trustee will not be personally responsible

or liable for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution hereof by the Sponsor;

(e) the Trustee shall have no liability or responsibility

for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, enforceability, collectability,

location, existence, value or validity of the Trust Estate;

(f) the Trustee has not prepared or verified,

and shall not be responsible or liable for, any information, disclosure or other statement in the Trust’s offering documents or

in any other document issued or delivered in connection with the sale or transfer of the Shares;

(g) the Trustee shall not be liable for any actions

taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the Liquidating Trustee;

(h) the Trustee shall have no duty or obligation

to supervise the performance of any obligations of the Trust, the Sponsor, the SOL Custodian or their respective delegates, any Authorized

Participant or any other Person;

(i) the Trustee will incur no liability to anyone

in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document

or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee

may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has

been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of

which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by an authorized officer

of the Sponsor or any other corresponding directing party, as to such fact or matter, and such certificate will constitute full protection

to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(j) the Trustee, at the expense of the Trust (i)

may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee will not be liable

for the conduct or misconduct of such agents or attorneys, custodians or nominees if such agents or attorneys, custodians or nominees

will have been selected by the Trustee in good faith and with due care and (ii) may consult with counsel, accountants and other skilled

persons to be selected by it in good faith and with due care and employed by it, and it will not be liable for anything done, suffered

or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;

(k) except in accepting the Trust hereunder, the

Trustee will act solely as a trustee under the Trust Agreement and not in its individual capacity, and all persons having any claim against

the Trustee by reason of the transactions contemplated by the Trust Agreement will look only to the Trust’s property for payment

or satisfaction thereof;

(l) the Trustee shall be under no obligation to

exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this

Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Sponsor unless the Sponsor

has advanced any necessary costs and offered to CSC Delaware Trust Company (in its capacity as Trustee and individually) security or indemnity

satisfactory to it against the costs, expenses and liabilities that may be incurred by CSC Delaware Trust Company (including, without

limitation, the reasonable fees and expenses of its counsel) therein or thereby;

(m) notwithstanding anything contained herein

to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking

of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration

with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State

of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by the Trustee under the laws of any jurisdiction

or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than

in the State of Delaware;

(n) to the extent that, at law or in equity, the

Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or any other Person, the

Trustee, acting under this Trust Agreement, shall not be liable to the Trust, the Shareholders or any other Person for its good faith

reliance on the provisions of this Trust Agreement, and the provisions of this Trust Agreement, to the extent that they restrict or eliminate

the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other

duties and liabilities of the Trustee;

(o) whenever the Trustee is unable to decide between

alternative courses of action permitted or required by the terms of this Trust Agreement or any other document to which the Trust is a

party or is unsure as to how to proceed, the Trustee may request and rely on written direction from the Sponsor and shall be fully protected

in relying upon such instruction from the Sponsor without any liability therefor;

(p) the Trustee shall not be required to take

any action hereunder if the Trustee shall have reasonably determined or been advised by counsel that such action is likely to result in

liability on the part of the Trustee or is contrary to the terms hereof or of any document to which the Trust is a party or is otherwise

contrary to law;

(q) the permissive right of the Trustee to perform

any discretionary act or exercise any privilege enumerated shall not be construed as a duty;

(r) prior to taking or refraining from taking

any action upon direction or request, the Trustee shall be entitled to request, receive, rely upon and act in accordance with, officer’s

certificates or opinions of counsel provided at the expense of the party requesting the Trustee to take such action or inaction;

(s) the Trustee shall have no (i) duty or obligation

to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or (ii) responsibility

for the preparation, correctness, accuracy, existence, or filing of any financing or continuation statement in any public office at any

time or the validity, existence, perfection or maintenance of the perfection of any security interest or lien granted to the Trust, nor

shall the Trustee have any responsibility to monitor the performance of any assets, or to prepare or file any tax, qualification to do

business, license, commission or other securities law filing, or other regulatory filing or report for the Trust;

(t) the Trustee shall not be obligated to give

any bond or other security for the performance of its duties hereunder;

(u) the Trustee will not be liable for punitive,

exemplary, consequential, special or other similar damages, including without limitation, lost profits, under any circumstances;

(v) the Trustee shall have no duty or obligation

to manage, control, use, sell, dispose of or otherwise deal with the Trust Estate, to prepare or file any document or report (including

any securities or tax filings or reports, any financing or continuation statements, qualification to do business, licensing, commission

filing or other filing for the Trust), or to otherwise perfect or maintain the perfection of any security interest or lien, or otherwise

to take or refrain from taking any action under or in connection with this Trust Agreement except as expressly required by the terms of

this Trust Agreement, and the right of the Trustee to perform any discretionary act enumerated in this Trust Agreement or in any related

document shall not be construed as a duty, and no implied duties (including fiduciary duties) or obligations shall be read into this Trust

Agreement or any related agreement against the Trustee; and

(w) in no event shall the Trustee be liable for

forces beyond its control including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes,

epidemics or pandemics, or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and

hardware) services.

SECTION 5.7 Reliance; Advice of Counsel.

(a) In the absence of bad faith, the Trustee may

conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in

determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no liability to anyone

in acting or not acting on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond

or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate

any fact or matter pertaining to any such document; provided, however, that the Trustee shall have examined any certificates and opinions

so as to reasonably determine compliance of such certificates and opinions with the requirements of this Trust Agreement. The Trustee

may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence

that such resolution has been duly adopted by such body and that such resolution is in full force and effect. As to any fact or matter

the method of the determination of which is not specifically prescribed in this Trust Agreement, the Trustee may for all purposes hereof

rely on a certificate, signed by the president, any vice president, the treasurer or any other authorized officers of the relevant party,

as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be

taken by it in good faith in reliance thereon.

SECTION 5.8 Payments to the Trustee.

Any amounts paid to the Trustee pursuant to this

Article V shall be deemed not to be a part of the Trust Estate immediately after such payment. Any amounts owing to the Trustee under

this Trust Agreement shall constitute a claim against the Trust Estate.

ARTICLE VI

THE SPONSOR

SECTION 6.1 Management of the Trust.

Pursuant to Section 3806(b)(1) of the Delaware

Trust Statute, the Trust shall be managed by the Sponsor in accordance with this Trust Agreement. Pursuant to Section 3806(b)(7) of the

Delaware Trust Statute, the Sponsor may delegate, as provided herein, the duty and authority to manage the Trust. Any determination as

to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive and binding on all Shareholders and all

other persons or entities having an interest in the Trust. In construing the provisions of this Trust Agreement, the presumption shall

be in favor of a grant of power to the Sponsor. The enumeration of any specific power in this Trust Agreement shall not be construed as

limiting the aforesaid power.

SECTION 6.2 Authority of Sponsor.

In addition to, and not in limitation of, any

rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the

express provisions of this Trust Agreement or the Delaware Trust Statute, the Sponsor shall have, and may exercise on behalf of the Trust,

all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes of the Trust, which powers and

rights shall include, without limitation, the following:

(a) To enter into, execute, accept, deliver and

maintain, and to cause the Trust to perform its obligations under, contracts, agreements and any or all other documents and instruments

incidental to the Trust’s purposes, including, but not limited to, contracts with third parties to provide various services, it

being understood that any document or instrument so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed

and accepted on behalf of the Trust by the Sponsor; provided, however, that such services may be performed by an Affiliate or Affiliates

of the Sponsor so long as the Sponsor has made a good faith determination that: (A) the Affiliate that it proposes to engage to perform

such services is qualified to do so (considering the prior experience of the Affiliate or the individuals employed by the Affiliate);

(B) the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust are no less favorable

to the Trust than could be obtained from equally-qualified unaffiliated third parties; and (C) the maximum period covered by the agreement

pursuant to which such Affiliate is to perform services for the Trust shall not exceed one year, and such agreement shall be terminable

without penalty upon sixty (60) days’ prior written notice by the Trust;

(b) To cause legal title to any Trust property

to be held by or in the name of the Sponsor, or to have any contract entered into in the name of the Sponsor, on such terms as the Sponsor

may determine, with the same effect as if such property were held in the name of the Trust or such contract were entered into in the name

of the Trust.

sign checks and/or otherwise draw upon, accounts on behalf of the Trust with appropriate custodial, storage, banking or other institutions;

(d) To deposit, withdraw, pay, retain and distribute

the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement;

(e) To supervise the preparation of any offering

materials for the Trust (including but not limited to offering memoranda and prospectuses) and supplements and amendments thereto;

(f) To pay or authorize the payment of distributions

to the Shareholders and expenses of the Trust;

(g) To prepare, or cause to be prepared, and file,

or cause to be filed, an application to enable the Shares to be traded on any listing exchange or over-the-counter quotation or listing

platform as determined by the Sponsor in its sole discretion and to take any other action and execute and deliver any certificates or

documents that may be necessary to effectuate such listing;

(h) To administer a staking program with associated

policies and procedures on behalf of the Trust, to the extent the Sponsor in its sole discretion determines that the Trust may do so without

undue legal or regulatory risk, such as, without limitation, the risk of jeopardizing the Trust’s ability to qualify as a grantor trust

for U.S. federal income tax purposes;

(i) To appoint one or more custodians or other

security vendors as the Sponsor deems necessary in its sole discretion, including itself or any Affiliate, to provide for custodian, security

services or to determine not to appoint any custodian or other security vendors, and to otherwise take any action with respect to the

SOL Custodian or any custodians or other security vendors to safeguard the Trust Estate;

(j) In the sole and absolute discretion of the

Sponsor, to admit an Affiliate or Affiliates of the Sponsor as additional Sponsors;

(k) Delegate those of its duties hereunder as

it shall determine from time to time to one or more service providers, and add any additional service providers, including but not limited

to any sub-adviser, administrator, transfer agent, custodian(s), index provider, Authorized Participants, marketing agent(s), insurer(s)

and any other service provider(s) and cause the Trust to enter into contracts with such service provider(s) if needed and as applicable;

(l) Perform such other services as the Sponsor

believes that the Trust may from time to time require;

(m) The Sponsor has the right, in its sole discretion,

to determine what action to take in connection with the Trust’s entitlement to or ownership of Incidental Rights or any IR Virtual

Currency, and the Trust may take any lawful action necessary or desirable in connection with the Trust’s ownership of Incidental

Rights, including the acquisition of IR Virtual Currency, as determined by the Sponsor in the Sponsor’s sole discretion, unless

such action would adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes or otherwise be prohibited

by this Trust Agreement, it being understood that the actions which the Sponsor may, in its sole discretion, determine the Trust shall

take include:

(i) Arranging for the sale of Incidental Rights

and/or IR Virtual Currency and distributing the cash proceeds (net of expenses and any applicable withholding taxes) to DTC to be distributed

to Shareholders,

(ii) Distributing Incidental Rights and/or IR

Virtual Currency in-kind to DTC,

(iii) Using Incidental Rights and/or IR Virtual

Currency to pay the Sponsor Fee and/or additional Trust expenses not assumed by the Sponsor, or

(iv) Electing not to acquire, claim, or obtain,

and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no consideration.

(v) Without limiting the generality of the foregoing,

in the event of a hard fork of the Solana Network, the Sponsor may, in reasonable good faith, determine which peer-to-peer network, among

a group of incompatible forks of the Solana Network, is generally accepted as the Solana Network and should therefore be considered the

appropriate network for the Trust’s purposes;

(n) In general, to do everything necessary, suitable

or proper for the accomplishment of any purpose or the attainment of any objective or the furtherance of any power herein set forth, either

alone or in association with others, and to do every other act or thing incidental or appurtenant to, or growing out of or connected with,

the aforesaid purposes, objects or powers.

In addition, and without limiting the foregoing,

the Sponsor will have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders

(a) to establish and designate and to change in any manner and to fix such preferences, voting powers, rights, duties and privileges of

the Trust as the Sponsor may from time to time determine, (b) to divide the beneficial interest in the Trust into an unlimited amount

of shares, with or without par value, as the Sponsor will determine, (c) to issue shares without limitation as to number (including fractional

shares), to such persons and for such amount of consideration, subject to any restriction set forth in the Trust Agreement, if any, at

such time or times and on such terms as the Sponsor may deem appropriate, (d) to divide or combine the shares into a greater or lesser

number without thereby materially changing the proportionate beneficial interest of the shares in the assets held, and (e) to take such

other action with respect to the shares as the Sponsor may deem desirable.

The Sponsor may make such rules as it considers

appropriate for the issuance of share certificates, transfer of Shares and similar matters.

SECTION 6.3 Obligations of the Sponsor.

Any fiduciary duties that would otherwise be imposed

on the Sponsor under the Delaware Trust Statute, at law or in equity are hereby eliminated and replaced entirely by the terms of this

Trust Agreement. The Sponsor shall, where applicable:

(a) Devote such of its time to the business and

affairs of the Trust as it shall, in its discretion exercised in good faith, determine to be necessary to carry out the purposes of the

Trust, as set forth in Section 1.5, for the benefit of the Shareholders;

(b) Execute, file, record and/or publish all certificates,

statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of

the Trust and for the conduct of its business in all appropriate jurisdictions;

the accounts of the Trust;

(d) Employ attorneys to represent the Trust;

(e) Select the Trust’s Trustee, administrator,

transfer agent, custodian(s), index provider, marketing agent(s), insurer(s) and any other service provider(s) and cause the Trust to

enter into contracts with such service provider(s);

(f) Develop a marketing plan for the Trust on

an ongoing basis and prepare marketing materials regarding the Trust;

(g) Maintain the Trust’s website;

(h) Enter into an Authorized Participant Agreement

with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder;

(i) Receive directly or through its delegates

from Authorized Participants and process or cause its delegates to process properly submitted purchase orders, as will be described in

the Trust Agreement and in the Authorized Participant Agreement;

(j) In connection with purchase orders, receive

directly or through its delegates the amount of SOL in a Basket;

(k) In connection with purchase orders, after

accepting a purchase order and receiving the corresponding amount of SOL, either directly or through its delegates, direct the Trust’s

Transfer Agent to credit the Baskets to fill the Authorized Participant’s purchase order;

(l) Receive directly or through its delegates

from Authorized Participants and process or cause its delegates to process properly submitted redemption orders, as will be described

in the Trust Agreement and in the Authorized Participant Agreement;

(m) In connection with redemption orders, after

receiving a redemption order specifying the number of Baskets that the Authorized Participant wishes to redeem and after the Transfer

Agent’s DTC account has been credited with the Baskets to be redeemed, directly or through its delegates transfer to the redeeming

Authorized Participant the quantity of cash attributable to the Shares redeemed;

(n) Assist in the preparation and filing of reports

and proxy statements (if any) to the Shareholders, the periodic updating of the Registration Statement and Prospectus and other reports

and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies;

(o) Use its best efforts to maintain the status

of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing,

disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute,

rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in

respect of the Trust or its administration. The expense of accountants employed to prepare such tax returns and tax reports will be an

expense of the Trust;

(p) Perform such other services as the Sponsor

believes the Trust may from time to time require; and

(q) In general, to carry out any other business

in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment

of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others,

and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects

or powers.

The foregoing clauses of Section 6.2 and this

Section 6.3 shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit

or restrict in any manner the general powers of the Sponsor. Any action by the Sponsor hereunder shall be deemed an action on behalf of

the Trust, and not an action in an individual capacity.

SECTION 6.4 Liability of Covered Persons.

A Covered Person shall have no liability to the

Trust, any Shareholder or any other Covered Person for any loss suffered by the Trust which arises out of any action or inaction of such

Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust and

such course of conduct did not constitute fraud, gross negligence, bad faith or willful misconduct of such Covered Person. Subject to

the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion

of the capital or profits of any Shareholder or assignee thereof, it being expressly agreed that any such return of capital or profits

made pursuant to this Trust Agreement shall be made solely from the assets of the Trust without any rights of contribution from the Sponsor

or any other Covered Person. A Covered Person shall not be liable for the conduct or misconduct of any delegatee selected by the Sponsor

with reasonable care.

The Sponsor will not be liable to the Trust, the

Shareholders or to any other person for its good faith reliance on the provisions of the Trust Agreement or the Prospectus.

SECTION 6.5 Fiduciary Duty.

(a) To the extent that, at law or in equity, the

Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or any other Person, (i)

all fiduciary duties are hereby eliminated and replaced entirely by the terms of this Trust Agreement and (ii) the Sponsor acting under

this Trust Agreement shall not be liable to the Trust, the Shareholders or to any other Person for its good faith reliance on the provisions

of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they otherwise restrict or eliminate the duties and

liabilities of the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities

of the Sponsor. To the fullest extent permitted by law, no Person other than the Sponsor shall have any duties (including fiduciary duties)

or liabilities at law or in equity to the Trust, the Shareholders or any other Person.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or

arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust, any Shareholder or any other Person, on the other

hand; or

(ii) whenever this Trust Agreement or any other

agreement contemplated herein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable

to the Trust, any Shareholder or any other Person, the Sponsor shall resolve such conflict of interest, take such action or provide such

terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction

or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable

generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so

made, taken or provided by the Sponsor shall not constitute a breach of this Trust Agreement or any other agreement contemplated herein

or of any duty or obligation of the Sponsor at law or in equity or otherwise.

may engage in or possess an interest in profit-seeking or business ventures of any nature or description, independently or with others,

whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall

not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may

be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not

be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues

or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust.

Neither the Trust nor any Shareholder shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship

created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures,

even if competitive with the purposes of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided

herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate

of the Trust or the Shareholders.

(d) To the fullest extent permitted by law and

notwithstanding any other provision of this Trust Agreement or in any agreement contemplated herein or applicable provisions of law or

equity or otherwise, whenever in this Trust Agreement a Person is permitted or required to make a decision (a) in its “sole discretion”

or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider only such interests

and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest

of or factors affecting the Trust, the Shareholders or any other Person, or (b) in its “good faith” or under another express

standard, the Person shall act under such express standard and shall not be subject to any other or different standard. The term “good

faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware

law.

SECTION 6.6 Indemnification of the Sponsor.

(a) The Sponsor and any Covered Person shall be

indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims arising out

of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions

of the Trust Agreement, provided that (i) the Sponsor was acting on behalf of, or performing services for, the Trust and has determined,

in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of fraud,

gross negligence, bad faith, willful misconduct, or a material breach of this Trust Agreement on the part of the Sponsor and (ii) any

such indemnification will be recoverable only from the Trust Estate. Any amounts payable to a Covered Person under the Trust Agreement

may be payable in advance or will be secured by a lien on the Trust. The Sponsor will not be under any obligation to appear in, prosecute

or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in

its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and the rights and duties

of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be

expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust.

(b) All rights to indemnification permitted herein

and payment of associated expenses shall not be affected by the dissolution or other cessation of existence of the Sponsor, or the withdrawal,

adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title

11 of the United States Code by or against the Sponsor.

6.6(a) above, the Sponsor, any Authorized Participant and any other Person acting as a broker-dealer for the Trust shall not be indemnified

for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i)

there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular

indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims

have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves

the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves

a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be

made.

(d) The Trust shall not incur the cost of that

portion of any insurance that insures any party against any liability, the indemnification of which is herein prohibited.

(e) Expenses incurred in defending a threatened

or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be paid by the Trust in advance of the

final disposition of such action, suit or proceeding if (i) the legal action relates to the performance of duties or services by the Sponsor

on behalf of the Trust; and (ii) the Sponsor undertakes to repay the advanced funds with interest to the Trust in cases in which it is

not entitled to indemnification under this Section 6.6.

(f) The term “Sponsor” as used only

in this Section 6.6 shall include, in addition to the Sponsor, any other Covered Person performing services on behalf of the Trust and

acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement.

(g) In the event the Trust is made a party to

any claim, dispute, demand or litigation or otherwise incurs any loss, liability, damage, cost or expense as a result of or in connection

with any Shareholder’s (or assignee’s) obligations or liabilities unrelated to Trust business, such Shareholder (or assignees

cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such loss, liability, damage, cost and expense incurred,

including attorneys’ and accountants’ fees.

SECTION 6.7 Expenses and Limitations Thereon.

(a) Sponsor Fee.

(i) The Trust shall pay to the Sponsor a fee (the

“Sponsor Fee”), payable in SOL, which shall accrue daily in U.S. Dollars at an annual rate equal to a percentage, to be determined

by the Sponsor, of the SOL Holdings of the Trust as of 4:00 p.m. Eastern Time on each day, provided that for a day that is not a Business

Day, the calculation shall be based on the Pricing Benchmark from the most recent Business Day. The amount of SOL payable in respect of

each daily U.S. Dollar accrual shall be determined by reference to the same Pricing Benchmark used to determine such accrual. The Sponsor

Fee is payable to the Sponsor at least quarterly in arrears.

(ii) To cause the Trust to pay the Sponsor Fee,

the Sponsor shall instruct the SOL Custodian to withdraw from the Custody Account the number of SOL equal to the accrued but unpaid Sponsor

Fee and transfer such SOL to an account maintained by the SOL Custodian for the Sponsor at such times as the Sponsor determines in its

absolute discretion.

(iii) After the payment of the Sponsor Fee to

the Sponsor, the Sponsor may elect to convert the Sponsor Fee into U.S. Dollars. The Shareholders acknowledge that the rate at which the

Sponsor converts such SOL to U.S. Dollars may differ from the rate at which the Sponsor Fee was initially converted into SOL. The Trust

shall not be responsible for any fees and expenses incurred by the Sponsor to convert SOL received in payment of the Sponsor Fee into

U.S. Dollars.

(iv) As partial consideration for receipt of the

Sponsor Fee, the Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs,

excluding taxes, but including (i) the Marketing Fee, (ii) the Administrator Fee, if any, (iii) the SOL Custodian Fee, (iv) the Transfer

Agent Fee, (v) the Trustee fee, (vi) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing

exchange or quotation system (including legal, marketing and audit fees and expenses), (vii) ordinary course legal fees and expenses that

are not litigation-related, up to $100,000 per annum,(viii) audit fees, (ix) regulatory fees, including if applicable any fees relating

to the registration of the Shares under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

(x) printing and mailing costs, (xi) costs of maintaining the Sponsor’s website and (xii) applicable license fees (each, a “Sponsor-paid

Expense” and together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust

Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. In the Sponsor’s sole discretion, all or

any portion of a Sponsor-paid Expense may be redesignated as an Additional Trust Expense.

(v) In addition, as partial consideration for

arranging for Staking, the Sponsor shall be entitled to such additional compensation from the Trust or another third party as set forth

in the Sponsor Agreement.

(b) Additional Trust Expenses.

(a) (i) The Trust may incur

certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental

charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust

to protect the Trust or the interests of Shareholders, any indemnification of the SOL Custodian, Administrator or other agents, service

providers or counterparties of the Trust, the fees and expenses related to the initial listing of Shares on the Exchange, and extraordinary

legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation

matters (collectively, “Additional Trust Expenses”). In the Sponsor’s sole discretion, all or any portion of a Sponsor-paid

Expense may be redesignated as an Additional Trust Expense, if, among other reasons, the Sponsor determines that a Sponsor-paid Expense

is an extraordinary, non-recurring expense of the Trust.

the SOL Custodian to withdraw SOL as needed from the Custody Account to pay the Sponsor Fees (as well as the Additional Trust Expenses,

if any).

(d) The Sponsor or any Affiliate of the Sponsor

may be reimbursed only for the actual cost to the Sponsor or such Affiliate of any expenses that it advances on behalf of the Trust for

payment of which the Trust is responsible. In addition, payment to the Sponsor or such Affiliate for indirect expenses incurred in performing

services for the Trust in its capacity as the Sponsor (or an Affiliate of the Sponsor) of the Trust, such as salaries and fringe benefits

of officers and directors, rent or depreciation, utilities and other administrative items generally falling within the category of the

Sponsor’s “overhead,” is prohibited.

SECTION 6.8 Voluntary Withdrawal of the Sponsor.

The Sponsor may withdraw voluntarily as the Sponsor

of the Trust only upon one hundred and twenty (120) days’ prior written notice to all Shareholders and the Trustee. Following receipt

of such notice and if the withdrawing Sponsor is the last remaining Sponsor, Shareholders holding Shares equal to at least a majority

(over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates) may vote to elect and appoint, effective as of

a date on or prior to the withdrawal, a successor Sponsor who shall carry on the business of the Trust. In the event of its withdrawal,

the Sponsor shall be entitled to a redemption of its Shares for a number of SOL determined by dividing the number of SOL owned by the

Trust at such time (reduced by the number of whole and fractional SOL constituting accrued but unpaid fees and expenses of the Trust at

such time) by the number of Shares outstanding at such time (calculated to one one-hundred-millionth of one SOL) and multiplying the quotient

obtained by the number of Shares to be redeemed. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall

pay all expenses as a result of its withdrawal.

SECTION 6.9 Litigation.

The Sponsor is hereby authorized to prosecute,

defend, settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce or protect the Trust’s

interests. The Sponsor shall satisfy any judgment, decree or decision of any court, board or authority having jurisdiction or any settlement

of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, next, out of

the Trust’s assets and, thereafter, out of the assets (to the extent that it is permitted to do so under the various other provisions

of this Trust Agreement) of the Sponsor.

SECTION 6.10 Ownership of Sponsor; Insolvency

of Sponsor.

(a) To the fullest extent permitted by law, nothing

in this Trust Agreement shall be deemed to prevent the merger of the Sponsor with another corporation or other entity, the reorganization

of the Sponsor into or with any other corporation or other entity, the transfer of all the equity interests of the Sponsor, the assumption

of the rights, duties and liabilities of the Sponsor by, in the case of a merger, reorganization or consolidation, the surviving corporation

or other entity by operation of law or the transfer of the Sponsor’s Shares. Without limiting the foregoing, none of the transactions

referenced in the preceding sentence shall be deemed to be a voluntary withdrawal for purposes of Section 6.8.

(b) The Sponsor shall not cease to be a sponsor

of the Trust merely upon the occurrence of its making an assignment for the benefit of creditors, filing a voluntary petition in bankruptcy,

filing a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or

similar relief under any statute, law or regulation, filing an answer or other pleading admitting or failing to contest material allegations

of a petition filed against it in any proceeding of this nature or seeking, consenting to or acquiescing in the appointment of a trustee,

receiver or liquidator for itself or of all or any substantial part of its properties.

ARTICLE VII

SHAREHOLDERS

SECTION 7.1 No Management or Control by Shareholders;

Limited Liability; Exercise of Rights through an Authorized Participant.

The Shareholders shall not participate in the

management or control of the Trust nor shall they enter into any transaction on behalf of the Trust or have the power to sign for or bind

the Trust, said power being vested solely and exclusively in the Sponsor. Except as provided in Section 7.3, no Shareholder shall be bound

by, or be personally liable for, the expenses, liabilities or obligations of the Trust in excess of such Percentage Interest of the Trust

Estate. Except as provided in Section 7.3 hereof, each Share owned by a Shareholder shall be fully paid and no assessment shall be made

against any Shareholder. No salary shall be paid to any Shareholder in his capacity as a Shareholder, nor shall any Shareholder have a

drawing account or earn interest on its Percentage Interest of the Trust Estate. By the purchase and acceptance or other lawful delivery

and acceptance of Shares, each Shareholder shall be a beneficiary of the Trust and vested with beneficial undivided interest in the Trust

to the extent of the Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Trust Agreement.

SECTION 7.2 Rights and Duties.

The Shareholders shall have the following rights,

powers, privileges, duties and liabilities:

(a) All Shareholders shall receive the share of

the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement.

(b) Shareholders shall have the right to demand

a redemption of their Shares only upon the dissolution and winding up of the Trust and only to the extent of funds available therefor

as provided in Section 12.2. In no event shall a Shareholder be entitled to demand or receive property other than cash upon the dissolution

and winding up of the Trust. No Shareholder shall have priority over any other Shareholder as to distributions. A Shareholder shall not

have any right to bring an action for partition against the Trust. Shareholders shall not be entitled to any appraisal rights or similar

rights of objecting Shareholders.

least a majority (over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates) may vote to appoint a successor

Sponsor as provided in Section 6.8 or to continue the Trust as provided in Section 12.1(a)(xi). Except as set forth in this Section 7.2(c),

Shareholders shall have no voting rights with respect to the Trust. For the avoidance of doubt, if the Sponsor is a Shareholder, the provisions

of this Article VII shall not limit the rights of the Sponsor in its role as Sponsor.

SECTION 7.3 Limitation of Liability.

(a) Except as provided in Section 6.6(g) and as

otherwise provided under Delaware law, Shareholders shall be entitled to the same limitation of personal liability extended to stockholders

of private corporations for profit organized under the General Corporation Law of Delaware and no Shareholder shall be liable for claims

against or debts of the Trust in excess of such Shareholder’s Percentage Interest of the Trust Estate, except in the case of a Shareholder

that is an Authorized Participant, in the event that the liability is founded upon misstatements or omissions contained in such Shareholder’s

Authorized Participant Agreement. In addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust

shall not make a claim against a Shareholder with respect to amounts distributed to such Shareholder or amounts received by such Shareholder

upon redemption of such Shareholder’s Shares unless, under Delaware law, such Shareholders are liable to repay such amount.

(b) The Trust shall indemnify to the full extent

permitted by law and the other provisions of this Trust Agreement, and to the extent of the Trust Estate, each Shareholder against any

claims of liability asserted against such Shareholder solely because he is a beneficial owner of one or more Shares as a Shareholder.

SECTION 7.4 Derivative Actions.

In addition to the requirements set forth in Section

3816 of the Delaware Trust Statute, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions

are met:

(a) The Shareholder or Shareholders must make

a pre-suit demand upon the Sponsor to bring the subject action unless an effort to cause the Sponsor to bring such an action is not likely

to succeed. For purposes of this Section 7.4(a), a demand on the Sponsor shall only be deemed not likely to succeed and therefore excused

if the Sponsor has a personal financial interest in the transaction at issue, and the Sponsor shall not be deemed interested in a transaction

or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that the Sponsor receives remuneration

for his or her service as the Sponsor of the Trust or as a sponsor or director of one or more trusts that are under common management

with or otherwise affiliated with the Trust;

(b) Two or more Shareholders who are eligible

to bring such derivative action under the Delaware Trust Statute and who (i) are not Affiliates of one another and (ii) collectively hold

at least 10% of the outstanding Shares shall join in the request for the Sponsor to commence such action unless a demand is not required

under paragraph (a) of this Section 7.4 and shall join in the bringing or maintaining of such action, suit or other proceeding unless

a demand is not required under paragraph (a) of this Section 7.4;

(a) of this Section 7.4, the Sponsor must be afforded a reasonable amount of time to consider such Shareholder request and to investigate

the basis of such claim. The Sponsor shall be entitled to retain counsel or other advisors in considering the merits of the request and

shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisor in the

event the Sponsor determines not to take action; and

(d) Any decision by the Sponsor to bring, maintain,

or compromise (or not to bring, maintain, or compromise) such court action, proceeding or claim, or to submit the matter to a vote of

Shareholders, shall be made by the Sponsor in good faith and shall be binding upon the Shareholders.

In addition to all suits, claims or other actions

(collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder agrees that any

claim that affects all Shareholders of the Trust proportionately based on their number of Shares in the Trust must be brought as a derivative

claim subject to this Section 7.4 irrespective of whether such claim involves a violation of the Shareholder’s rights under this

Trust Agreement or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim (and

regardless, in each case, of whether such claims sound in tort, fraud or otherwise, or are based on common law, statutory, equitable,

legal or other grounds). Notwithstanding the foregoing, however, if a provision of this Section 7.4 is found to violate the U.S. federal

securities laws, including the Investment Company Act of 1940, as amended (the “1940 Act”), then such provision shall not

apply to any claims asserted under such U.S. federal securities law.

SECTION 7.5 Appointment of Agents.

(a) By the purchase and acceptance or other lawful

delivery, acceptance or holding of the Shares, the Shareholders shall be deemed to agree that the Sponsor may cause the Trust to appoint

an agent to act on their behalf in connection with any distribution of Incidental Rights and/or IR Virtual Currency if the Sponsor has

determined in good faith that such appointment is reasonably necessary or in the best interests of the Trust and the Shareholders in order

to facilitate the distribution of any Incidental Rights and/or IR Virtual Currency. For the avoidance of doubt, the Sponsor may cause

the Trust to appoint the Sponsor or any of its Affiliates to act in such capacity. Any Person appointed as agent of the Shareholders pursuant

to this Section 7.5 shall receive an in-kind distribution of Incidental Rights and/or IR Virtual Currency on behalf of the Shareholders

of record with respect to such distribution and following receipt of any such distribution, shall determine, in such Person’s sole

discretion and without any direction from the Trust or the Sponsor (in its capacity as Sponsor of the Trust), whether and when to sell

the distributed Incidental Rights and/or IR Virtual Currency on behalf of the record date Shareholders.

(b) Any agent appointed pursuant to Section 7.5(a)

shall not receive any compensation in connection with its role as agent. The foregoing notwithstanding, any such agent shall be entitled

to receive from any distribution of Incidental Rights and/or IR Virtual Currency, Incidental Rights and/or IR Virtual Currency with an

aggregate fair market value equal to the amount of administrative and other reasonable expenses incurred by such agent in connection with

such in-kind distribution of Incidental Rights and/or IR Virtual Currency, including expenses incurred by such agent in connection with

any post-distribution sale of such Incidental Rights and/or IR Virtual Currency.

SECTION 7.6 Business of Shareholders.

Except as otherwise specifically provided herein,

any of the Shareholders and any shareholder, officer, director, employee or other Person holding a legal or beneficial interest in an

entity that is a Shareholder, may engage in or possess an interest in business ventures of every nature and description, independently

or with others, and the pursuit of such ventures, even if competitive with the affairs of the Trust, shall not be deemed wrongful or improper.

SECTION 7.7 Authorization of Offering Materials.

Each Shareholder (or any permitted assignee thereof)

hereby agrees that the Trust and the Sponsor are authorized to execute, deliver and perform the agreements, acts, transactions and matters

contemplated hereby or described in, or contemplated by, the offering materials on behalf of the Trust without any further act, approval

or vote of the Shareholders, notwithstanding any other provision of this Trust Agreement, or as otherwise would have been permissible

under the Delaware Trust Statute or any applicable law, rule or regulation.

ARTICLE VIII

BOOKS OF ACCOUNT AND REPORTS

SECTION 8.1 Books of Account.

Proper books of account for the Trust shall be

kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion,

and there shall be entered therein all transactions, matters and things relating to the Trust as are required by the applicable law and

regulations and as are usually entered into books of account kept by trusts. The books of account shall be kept at the principal office

of the Trust and no Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available,

except as conferred by the Sponsor. Such books of account shall be kept, and the Trust shall report its profits and losses on, the accrual

method of accounting for financial accounting purposes on a Fiscal Year basis as described in Article IX.

SECTION 8.2 Quarterly Updates, Annual Updates

and Account Statements.

The Sponsor shall prepare and distribute or publish,

as required, such reports (periodic or otherwise) as required by applicable rules and regulations.

SECTION 8.3 Tax Information.

Appropriate tax information (adequate to enable

each Shareholder to complete and file its U.S. federal tax return) shall be delivered by the Sponsor on behalf of the Trust as required

by applicable law as soon as practicable following the end of each Fiscal Year but, to the extent possible, no later than April 1 or as

otherwise required by applicable laws and regulations. All such information shall be prepared, and all of the Trust’s tax filings

shall be filed, in a manner consistent with the treatment of the Trust as a grantor trust. The Trust shall comply with all U.S. federal

withholding requirements applicable to the Trust with respect to distributions to, or receipts of amounts on behalf of, Shareholders that

the Sponsor reasonably believes are applicable under the Code. The consent of Shareholders shall not be required for such withholding.

SECTION 8.4 Calculation of NAV and NAV per Share.

The Sponsor or its delegate shall calculate and

publish the Trust’s SOL Holdings each Exchange Trading Day as promptly as practicable after 4:00 pm Eastern Time. In order to calculate

the SOL Holdings, the Sponsor shall:

1. Multiply the value of

the Pricing Benchmark by the aggregate number of SOL owned by the Trust as of 4:00 p.m., Eastern Time, on the immediately preceding day.

2. Add the U.S. Dollar value

of SOL, as calculated using the Pricing Benchmark, receivable under pending Creation Orders, if any, determined by multiplying the number

of the Creation Baskets represented by such Creation Orders by the Basket Deposit and then multiplying such product by the Pricing Benchmark.

3. Subtract the U.S. Dollar

value of the SOL, as calculated using the Pricing Benchmark, constituting the Sponsor Fee, determined by multiplying the number of such

SOL by the Pricing Benchmark.

4. Subtract the Additional

Trust Expenses, if any.

5. Subtract the U.S. Dollar

value of the SOL to be distributed under pending Redemption Orders, determined by multiplying the number of Redemption Baskets represented

by such Redemption Orders by the Basket Deposit and then multiplying such product by the Pricing Benchmark.

In the event that the Sponsor determines that

the methodology used to determine the Pricing Benchmark is not an appropriate basis for valuation of the Trust’s SOL, the Sponsor

shall use an alternative methodology as determined in the Sponsor’s sole discretion.

SECTION 8.5 Calculation of Principal Market NAV

and Principal Market NAV per Share.

In addition to calculating NAV and NAV per Share,

for purposes of the Trust’s financial statements, the Sponsor or its delegate shall calculate the Principal Market NAV and Principal

Market NAV per Share on each valuation date for such financial statements. The determination of the Principal Market NAV and Principal

Market NAV per Share shall be identical to the calculation of NAV and NAV per Share, respectively, except that the value of SOL is determined

using the fair value of SOL based on the price in the SOL market on the Principal Market as of 4:00 p.m., Eastern Time, on the valuation

date, rather than using the Pricing Benchmark.

The Trust shall adopt a valuation policy, which

provides for the procedure for valuing the Trust’s assets. The policy shall also set forth the procedures to determine the Principal

Market for purposes of determining the Principal Market NAV and Principal Market NAV per Share in accordance with Financial Accounting

Standards Board Accounting Standards Codification 820-10.

The Sponsor on behalf of the Trust will determine

in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.

SECTION 8.6 Maintenance of Records.

The Sponsor shall maintain for a period of at

least seven Fiscal Years (a) all books of account required by Section 8.1 hereof; (b) a copy of the Certificate of Trust and all certificates

of amendment thereto; (c) copies of the Trust’s U.S. federal, state and local income tax returns and reports, if any; (d) copies

of any effective written Trust Agreements, Authorized Participant Agreements, including any amendments thereto; and (e) any financial

statements of the Trust. The Sponsor may keep and maintain the books and records of the Trust in paper, magnetic, electronic or other

format as the Sponsor may determine in its sole discretion, provided that the Sponsor shall use reasonable care to prevent the loss or

destruction of such records. If there is a conflict between this Section 8.6 and the rules and regulations of any applicable regulatory

authority or listing or quotation entity with respect to the maintenance of records, the records shall be maintained pursuant to the rules

and regulations of such applicable regulatory authority or listing or quotation entity.

ARTICLE IX

FISCAL YEAR

SECTION 9.1 Fiscal Year.

The fiscal year of the Trust for financial accounting

purposes (the “Fiscal Year”) is the calendar year. The Sponsor may select an alternate fiscal year if it deems it to be in

the interest of the Trust.

ARTICLE X

AMENDMENT OF TRUST AGREEMENT; MEETINGS

SECTION 10.1 Amendments to the Trust Agreement.

(a) Except as specifically provided herein, the

Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement this Trust Agreement by making an amendment,

an agreement supplemental hereto, or an amended and restated trust agreement. Any such restatement, amendment and/or supplement hereto

shall be effective on such date as designated by Sponsor in its sole discretion; provided that any amendment to this Trust Agreement which

materially adversely affects the interest of the Shareholders shall not be effective any earlier than twenty (20) days after receipt by

the affected Shareholders of a notice provided by the Sponsor with respect to any such amendment; and provided further that the Sponsor

shall not be permitted to make any such amendment, or otherwise supplement this Trust Agreement, if such amendment or supplement would

permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders or would otherwise adversely affect the

status of the Trust as a grantor for U.S. federal income tax purposes.

(b) Upon amendment of this Trust Agreement, the

Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. At the expense and direction

of the Sponsor, the Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Sponsor.

provision of this Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance

with this Section.

(d) No amendment affecting the rights or duties

of the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing. No amendment shall

be made to this Trust Agreement without the consent of the Trustee if the Trustee reasonably believes that such amendment adversely affects

any of its rights, duties, indemnities or liabilities. The Trustee shall be under no obligation to execute any amendment to the Trust

Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Sponsor, in form and

substance reasonably satisfactory to the Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting

to the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement

to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming

that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement in favor of the Trustee and

do not adversely affect the Trustee.

SECTION 10.2 Meetings of the Trust.

Meetings of the Shareholders may be called by

the Sponsor. The Sponsor shall provide written notice to all Shareholders thereof of the meeting and the purpose of the meeting, which

shall be held on a date not less than thirty (30) nor more than sixty (60) days after the date of mailing of said notice, at a reasonable

time and place. Any notice of meeting shall be accompanied by a description of the action to be taken at the meeting. Shareholders may

vote in person or by proxy at any such meeting.

SECTION 10.3 Action Without a Meeting.

Any action required or permitted to be taken by

Shareholders by vote may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall

be treated for all purposes as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust or any Shareholder,

as contemplated by this Trust Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder

given in the manner provided in Section 13.5 hereto. The vote or consent of each Shareholder so solicited shall be deemed conclusively

to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received

by that Shareholder, unless the Shareholder expresses written objection to the vote or consent by notice given in the manner provided

in Section 13.5 and actually received by the Trust within twenty (20) days after the notice of solicitation is sent. The Covered Persons

dealing with the Trust shall be entitled to act in reliance on any vote or consent that is deemed cast or granted pursuant to this Section

10.3 and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent

of one or more Shareholders shall not be void or voidable by reason of any communication made by or on behalf of all or any of such Shareholders

in any manner other than as expressly provided in Section 13.5 hereto.

ARTICLE XI

TERM

SECTION 11.1 Term.

The term for which the Trust is to exist shall

be perpetual, unless terminated pursuant to the provisions of Article XII hereof or as otherwise provided by law.

ARTICLE XII

TERMINATION

SECTION 12.1 Events Requiring Dissolution of the

Trust.

(a) The Trust shall dissolve at any time upon

the happening of any of the following events:

(i) Shares are delisted from the Exchange and

are not approved for listing on another national securities exchange within five business days of their delisting;

(ii) 180 days have elapsed since the Trustee notified

the Sponsor of the Trustee’s election to resign or since the Sponsor removed the Trustee, and a successor trustee has not been appointed

and accepted its appointment;

(iii) the SEC determines that the Trust is an

investment company under the 1940 Act, and the Sponsor has made the determination that termination of the Trust is advisable;

(iv) the CFTC determines that the Trust is a commodity

pool under the Commodity Exchange Act, and the Sponsor has made the determination that termination of the Trust is advisable;

(v) the Trust is determined to be a “money

service business” under the regulations promulgated by FinCEN under the authority of the US Bank Secrecy Act and is required to

comply with certain FinCEN regulations thereunder or is determined to be a “money transmitter” (or equivalent designation)

under the laws of any state in which the Trust operates and is required to seek licensing or otherwise comply with state licensing requirements,

and the Sponsor has made the determination that termination of the Trust is advisable;

(vi) a United States regulator requires the Trust

to shut down or forces the Trust to liquidate its SOL;

(vii) any ongoing event exists that either prevents

the Trust from making or makes impractical the Trust’s reasonable efforts to make a fair determination of the price of SOL for purposes

of determining the NAV of the Trust;

(viii) the Sponsor determines that the aggregate

net assets of the Trust in relation to the operating expenses of the Trust make it unreasonable or imprudent to continue the business

of the Trust;

(ix) the Trust fails to qualify for treatment,

or ceases to be treated, as a “grantor trust” under the Code or any comparable provision of the laws of any State or other

jurisdiction where that treatment is sought, and the Sponsor determines that, because of that tax treatment or change in tax treatment,

termination of the Trust is advisable;

(x) 60 days have elapsed since DTC or another

depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing

to act in such capacity;

(xi) the Shareholders elect to terminate the Trust

after the Sponsor is conclusively deemed to have resigned effective immediately as a result of the Sponsor being adjudged bankrupt or

insolvent, or a receiver of the Sponsor or of its property being appointed, or a trustee or liquidator or any public officer taking charge

or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation and a successor

sponsor has not been appointed; or

(xii) the Sponsor elects to terminate the Trust

after the Trustee, Administrator or the SOL Custodian (or any successor trustee, administrator or custodian) resigns or otherwise ceases

to be the trustee, administrator or custodian of the Trust, as applicable, and no replacement trustee, administrator and/or custodian

acceptable to the Sponsor is engaged.

In respect of termination events that rely on

Sponsor determinations to terminate the Trust (e.g., if the SEC determines that the Trust is an investment company under the 1940 Act;

the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act; the Trust is determined to be a money transmitter

under the regulations promulgated by FinCEN; the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for

U.S. federal income tax purposes; or, following a resignation by a trustee or custodian, the Sponsor determines that no replacement is

acceptable to it), the Sponsor may consider, without limitation, the profitability to the Sponsor and other service providers of the operation

of the Trust, any obstacles or costs relating to the operation or regulatory compliance of the Trust relating to the determination’s

triggering event, and the ability to market the Trust to investors. To the extent that the Sponsor determines to continue operation of

the Trust following a determination’s triggering event, the Trust will be required to alter its operations to comply with the triggering

event. In the instance of a determination that the Trust is an investment company, the Trust and Sponsor would have to comply with the

regulations and disclosure and reporting requirements applicable to investment companies and investment advisers. In the instance of a

determination that the Trust is a commodity pool, the Trust and the Sponsor would have to comply with regulations and disclosure and reporting

requirements applicable to commodity pools and commodity pool operators or commodity trading advisers. In the event that the Trust is

determined to be a money transmitter, the Trust and the Sponsor will have to comply with applicable federal and state registration and

regulatory requirements for money transmitters and/or money service businesses. In the event that the Trust ceases to qualify for treatment

as a grantor trust for U.S. federal income tax purposes, the Trust will be required to alter its disclosure and tax reporting procedures

and may no longer be able to operate or to rely on pass-through tax treatment. In each such case and in the case of the Sponsor’s

determination as to whether a potential successor trustee or custodian is acceptable to it, the Sponsor will not be liable to anyone for

its determination of whether to continue or to terminate the Trust.

(b) The death, legal disability, bankruptcy, insolvency,

dissolution, or withdrawal of any Shareholder shall not result in the termination of the Trust, and such Shareholder, his estate, custodian

or personal representative shall have no right to a redemption of such Shareholder’s Shares. Each Shareholder (and any assignee

thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative

of his estate and any person interested therein to waive, the furnishing of any inventory, accounting or appraisal of the Trust Estate

and any right to an audit or examination of the books of the Trust, except for such rights as are set forth in Article VIII hereof relating

to the books of account and reports of the Trust.

SECTION 12.2 Distributions on Dissolution.

Upon the dissolution of the Trust, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating

Trustee”) as the majority in interest of the Shareholders may propose and approve and who agrees to serve hereunder) shall

take full charge of the Trust Estate. Any Liquidating Trustee so appointed shall have and may exercise, without further

authorization or approval of any of the parties hereto, all of the powers conferred upon the

Sponsor under the terms of this Trust Agreement,

subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating

Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, in accordance with

Section 3808(e) of the Delaware Trust Statute, the affairs of the Trust shall be wound up and all assets owned by the Trust shall be liquidated

as promptly as is consistent with obtaining the fair value thereof by the Sponsor or the Liquidating Trustee, as applicable, and the proceeds

therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and

to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the

Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Shareholders,

and (b) to the Shareholders pro rata in accordance with their respective Percentage Interests.

SECTION 12.3 Termination; Certificate of

Cancellation. Following the dissolution and windup of the Trust by the Sponsor or the Liquidating Trustee, as applicable, including

distribution of the assets of the Trust, the Trust shall terminate and the Sponsor or the Liquidating Trustee, as the case may be,

shall instruct in writing the Trustee to execute and cause such certificate of cancellation of the Certificate of Trust to be filed

in accordance with the Delaware Trust Statute at the expense of the Sponsor or the Liquidating Trustee, as the case may be.

Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate legal entity

shall continue until the filing of such certificate of cancellation. Upon the termination of the Trust, the Sponsor will be

discharged from all obligations under the Trust Agreement except for certain obligations that survive termination of the Trust

Agreement.

SECTION 12.4 Notice. The Sponsor will notify

Shareholders at least 30 days before the date for termination of the Trust Agreement.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1 Governing Law. The validity and

construction of this Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the

rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the

State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that (other than with respect to the

Trustee) causes of action for violations of U.S. federal or state securities laws shall not be governed by this Section 13.1, and

provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory

or common law of the State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted by

applicable law, there shall not be applicable to the Trust, the Trustee, the Sponsor, the Shareholders or this Trust Agreement any

provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Trust Statute) pertaining to trusts

that relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or

agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees,

officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the

acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or

employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the

permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of

holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or

powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or

the Sponsor set forth or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the

Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof,

but subject to Sections 1.5 and 1.6, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under

Delaware law. Subject to Sections 1.5 and 1.7, the Trust specifically reserves the right to exercise any of the powers or privileges

afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply

that the Trust may not exercise such power or privilege or take such actions.

SECTION 13.2 Provisions In Conflict With Law or

Regulations.

(a) The provisions of this Trust Agreement are

severable, and if the Sponsor shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting

Provisions”) are in conflict with the Code, the Delaware Trust Statute, the Securities Act or other applicable U.S. federal or state

laws or the rules and regulations of any applicable regulatory authority or listing or quotation entity, the Conflicting Provisions shall

be deemed never to have constituted a part of this Trust Agreement, even without any amendment of this Trust Agreement pursuant to this

Trust Agreement; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions

of this Trust Agreement or render invalid or improper any action taken or omitted prior to such determination. The Sponsor shall not be

liable for making or failing to make such a determination.

(b) If any provision of this Trust Agreement shall

be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such

provision in any other jurisdiction or any other provision of this Trust Agreement in any jurisdiction.

SECTION 13.3 Merger and Consolidation.

Subject to the provisions of Section 1.5, the Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to

or to sell all or substantially all of its assets to, another trust or entity; (ii) the Shares of the Trust to be converted into

beneficial interests in another statutory trust (or series thereof); or (iii) the Shares of the Trust to be exchanged for shares in

another trust or company under or pursuant to any U.S. state or federal statute to the extent permitted by law. For the avoidance of

doubt, subject to the provisions of Section 1.5, the Sponsor, with written notice to the Shareholders, may approve and effect any of

the transactions contemplated under (i), (ii) and (iii) above without any vote or other action of the Shareholders.

SECTION 13.4 Construction. In this Trust

Agreement, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular

and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall

not affect the meaning, construction or effect of this Trust Agreement.

SECTION 13.5 Notices. All notices or

communications under this Trust Agreement (other than notices of pledge or encumbrance of Shares, and reports and notices by the

Sponsor to the Shareholders) shall be in writing and shall be effective upon personal delivery, or if sent by mail, postage prepaid,

or if sent electronically, including by electronic mail or other forms of electronic communication, by facsimile or by overnight

courier, and addressed, in each such case, to the address set forth in the books and records of the Trust or such other address as

may be specified in writing, of the party to whom such notice is to be given, upon the deposit of such notice in the United States

mail, upon transmission and electronic confirmation thereof or upon deposit with a representative of an overnight courier, as the

case may be. Notices of pledge or encumbrance of Shares shall be effective upon timely receipt by the Sponsor in writing.

All notices that are required to be provided to

the Trustee shall be sent to:

CSC Delaware Trust Company

Attention: Corporate Trust Administration

251 Little Falls Drive

Wilmington, DE 19808

All notices to the Trust shall be sent to:

21SHARES SOLANA STAKING ETF

21shares Solana Staking ETF

c/o 21shares US LLC, as Sponsor

158 W. 27th Street

New York, New York 10001

Attn: legal@21shares.com

All notices to the Sponsor shall be sent to

21shares US LLC

158 W. 27th Street

New York, New York 10001

Attn: legal@21shares.com

SECTION 13.6 Counterparts, Electronic

Signatures. This Trust Agreement may be executed in several counterparts, and all so executed (including those by facsimile or other

electronic means) shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not

signatory to the original or the same counterpart. This Trust Agreement, to the extent signed and delivered by means of a facsimile

machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be

considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

SECTION 13.7 Binding Nature of Trust

Agreement. The terms and provisions of this Trust Agreement shall be binding upon and inure to the benefit of the heirs, custodians,

executors, estates, administrators, personal representatives, successors and permitted assigns of the respective Shareholders. For

purposes of determining the rights of any Shareholder or assignee hereunder, the Trust and the Sponsor may rely upon the Trust

records as to who are Shareholders and permitted assignees, and all Shareholders and assignees agree that the Trust and the Sponsor,

in determining such rights, shall rely on such records and that Shareholders and their assignees shall be bound by such

determination.

SECTION 13.8 No Legal Title to Trust Estate. Subject

to the provisions of Section 1.8 in the case of the Sponsor, the Shareholders shall not have legal title to any part of the Trust Estate.

SECTION 13.9 Creditors. No creditors of any Shareholder

shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the Trust Estate.

SECTION 13.10 Integration. This Trust Agreement

constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements

and understandings pertaining thereto.

SECTION 13.11 Goodwill; Use of Name. No value

shall be placed on the name or goodwill of the Trust, which shall belong exclusively to 21shares US LLC.

SECTION 13.12 Jurisdiction; Venue; Waiver of Jury

Trial. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, AND THE FEDERAL

COURTS LOCATED WITHIN THE STATE OF DELAWARE, PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF U.S. FEDERAL OR STATE SECURITIES

LAWS SHALL NOT BE GOVERNED BY THIS SECTION 13.12. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,

AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH

LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO

WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES

HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS TRUST

AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT

A JURY. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 13.12 SHALL NOT APPLY TO SUITS BROUGHT TO ENFORCE ANY

LIABILITY OR DUTY CREATED BY THE EXCHANGE ACT, OR ANY OTHER CLAIM FOR WHICH THE FEDERAL COURTS OF THE UNITED STATES HAVE EXCLUSIVE JURISDICTION.

SECTION 13.13 Corporate Transparency Act.

The Corporate Transparency Act (31 U.S.C. §

5336) and its implementing regulations (collectively, the “CTA”), may require the Trust to file reports with the U.S. Financial

Crimes Enforcement Network. It shall be the Sponsor’s duty, and not the Trustee’s duty, to prepare such filings, cause the

Trust to make such filings, and to cause the Trust to comply with its obligations under the CTA, if any.

[Remainder of page left blank]

IN WITNESS WHEREOF, the undersigned have duly

executed this Second Amended and Restated Trust Agreement as of the day and year first above written.

CSC DELAWARE TRUST COMPANY, as Trustee

By:

/s/ James Grier

Name:

James Grier

Title:

Associate Director

21shares US LLC, as Sponsor of 21shares Solana Staking ETF

By:

/s/ Duncan Moir

Name:

Duncan Moir

Title:

President

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

A-1

EX-10.1 — BENCHMARK LICENSING AGREEMENT, DATED AS OF AUGUST 20, 2026, BETWEEN THE SPONSOR AND FTSE

EX-10.1

Filename: ea030313401ex10-1.htm · Sequence: 4

THE SYMBOL “[***]” DENOTES PLACES

WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 10.1

ONE CONTRACT FRAMEWORK TERMS

These One Contract Framework Terms apply to the provision of Services

by Licensor to Licensee and comprise the following:

● Section 1 – General Terms

● Section 2 – Definitions

● Section 3 – Multi-Use Terms

● Section 4 – Fund and Product Licence Terms

● Section 5 – End of Day Distribution Terms

● Section 6 – Real-Time Index Values Terms

● Section 7 – Software Terms

SECTION 1 – General

Terms

Interpretation

1.1

Defined terms used in these One Contract Framework Terms have the meanings given in Section 2 – Definitions.

1.2

If there is a conflict between the terms of the different parts of a Services Contract, the parts shall have the following decreasing order of precedence: (a) the Order Form, (b) Sections 3-7 of these One Contract Framework Terms, (c) Section 1 – General Terms of these One Contract Framework Terms; and (d) Section 2 – Definitions of these One Contract Framework Terms.

1.3

Unless otherwise expressly specified in these One Contract Framework Terms or an Order Form, as applicable:

(a)

headings used are intended for convenience of reference only and shall not be used to construe the meaning of any provisions;

(b) reference to a person includes a company, partnership, firm,

corporation or other entity (whether or not having a separate legal personality) as well as a natural person;

(c)

reference to any agreement includes reference to the appendices, schedules and other documents attached to it or incorporated by reference into it, and shall be deemed a reference to such agreement as amended or replaced from time to time;

(d)

the words “including”, “include”, “such as”, “in particular”, “for example” and similar shall be treated as being by way of example and shall not limit the general applicability of any preceding words;

(e)

the singular includes the plural and vice versa;

(f)

reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation; and

(g)

references in any Section of these One Contract Framework Terms to clause numbers, schedules or appendices shall be to those in such Section.

1.4

Any licences and rights granted in respect of Data, Indices and Marks pursuant to a Services Contract incorporating these One Contract Framework Terms only apply to Data, Indices and Marks specified in the relevant Order Form.

Provision of Services

Grant of Licence

2.1

Licensor shall provide Licensee with the Services set forth in the applicable Order Form. Such Services will, at a minimum, include the provision of the Data specified in the relevant Order Form and Licensor grants Licensee a non-exclusive, non-transferable licence to:

(a)

view such Data internally;

(b)

receive, store, produce a Back-Up Copy of such Data; and

(c)

provided that “Reports Service” is selected on an Order Form and subject to clause 2.3, include no more than an insubstantial amount of such Data and/or Software Data as the case may be (in quantity and scope) in a Report.

2.2

Licensee shall limit its users of the Data or Software (as applicable) specified in the relevant Order Form to designated employees or contractors at a Site (“Authorised Users”) up to the permitted number specified in the relevant Order Form.

2.3

Any Reports produced by Licensee:

(a)

may only contain an insubstantial amount of Data or Software Data specified in the relevant Order Form in respect of which Reports are permitted under the Order Form (i.e. shall not contain such amount of such Data or Software Data as could be used as a source of, or substitute for, any substantial part of the Services);

(b)

may only refer to or include such Data or the Software Data that is incidental to the primary purpose of the Report;

(c)

may only be made available:

(i)

in hard copy;

(ii)

in electronic, non-editable PDF format; or

(iii)

on a website specified in the Order Form in non-editable PDF format.

(d)

may only be provided if the provision of the Report is ancillary to the services normally provided by Licensee to its existing and/or prospective clients; and

(e)

may have no separate charge levied for the receipt of such Data or the Software Data included in the Report.

Affiliates

2.4

Licensee’s Affiliates specifically named in an Order Form may use the relevant Services, provided that:

(a) Licensee shall procure that the Affiliates comply with Licensee’s

relevant obligations under the Services Contract (other than payment of the Charges) and shall be liable for any breach by an Affiliate;

(b)

the Affiliates shall not be third party beneficiaries under the Services Contract and Licensee shall procure that no Affiliates bring a claim against Licensor in relation to the Services Contract, provided that any Loss incurred by an Affiliate in relation to the Service shall be recoverable by Licensee to the extent such Loss would be recoverable if incurred by Licensee; and

(c)

unless otherwise stated, notices served upon Licensee shall be deemed to be served at the same time upon the Affiliates.

Restrictions on Use

2.5

Licensee shall only use the Services as is expressly provided for in the relevant Services Contract.

2.6

Without prejudice to the generality of clause 2.5, unless expressly permitted in the relevant Order Form, Licensee shall not (or permit any third party to):

(a)

use, copy, exploit, distribute or make available to any third party (or to any person other than an Authorised User) any part of a Service;

(b)

make any reference to any part of a Service in any promotional or marketing materials;

(c)

use any part of a Service other than in compliance with applicable Laws;

(d)

remove any proprietary notice accompanying a Service;

(e)

use the Index constituents as a starting universe to create or operate a portfolio of securities;

(f)

create or operate (whether by Licensee or by any third party) any financial product, index, or service which, directly or indirectly seeks to match the performance of, or whose capital or income value is related to, any part of any Index, Data, Manipulated Data, or Composite Indices.

Data Classifications

2.7

Except as expressly provided for in a Services Contract, where Data licensed under a Services Contract includes a particular classification for stocks or companies Licensee shall:

(a)

only use such classifications in conjunction with and applied to the companies or securities included in such Data; and

(b)

not represent that the classification of any company or security is different to the classification made by Licensor.

Pricing Data

2.8

Except as expressly provided for in a Services Contract, Licensee shall not use the Pricing Data for any purpose, including for the purposes of any fund accounting, net asset value calculations, indicative net asset value calculations, or in any risk systems, and shall not incorporate Pricing Data in any Report.

Licensee Materials

2.9

Licensee shall not refer to a Service in promotional or marketing material unless expressly permitted under the relevant Services Contract or approved in writing by Licensor. In all such cases, Licensee shall (a) use the full name of each relevant Index; and (b) include the relevant notices and disclaimers set out in the Attribution Requirements with reasonable prominence, as the same may change from time to time.

2.10

If requested by Licensor, Licensee will amend, stop the distribution of and, as far as it is lawfully entitled to do so, recall, any material relating or referring to Licensor or any Service that (in the reasonable opinion of Licensor and even if previously approved by Licensor): (a) breaches a Services Contract; (b) has or may have a materially adverse effect on the reputation of Licensor or any of its Group Companies or licensors; or (c) puts Licensor at risk of breaching any Laws. Notwithstanding the foregoing, the obligation to recall does not apply to hard copy material already physically distributed by the Licensee.

Changes

2.11

Licensor may change the composition or method of calculation of any Service or change the means of transmission, delivery or access to a Service, upon notice where reasonably practicable.

Third Parties

2.12

If any Data licensed under a Services Contract contains data provided by an Information Provider, Licensee shall, if required by the Information Provider: (a) enter into a direct licence agreement with the Information Provider, (b) agree to additional terms provided by the Information Provider; and/or (c) pay additional charges to the Information Provider. If Licensee elects not to do the foregoing then Licensor may on reasonable notice terminate the relevant Services Contract in full or, where reasonably possible, in part, without liability.

2.13

Licensor is not responsible for Licensee’s use of any Delivery Agent’s services to access Data and Licensor shall have no liability for any acts or omissions of a Delivery Agent.

2.14

Licensee shall comply with the additional terms located at Additional terms for users of FTSE Russell Data (lseg.com) and any terms, disclaimers and proprietary notices (including those of Information Providers) provided with the Data licensed under a Services Contract. Information Providers shall be third party beneficiaries of any such provisions that relate to the data they provide.

No Solicitation or Investment Advice

2.15

Licensee acknowledges that the provision by Licensor of the Services (i) is not an advertisement, offer, solicitation or recommendation to trade any financial products and (ii) does not imply an opinion by Licensor or Information Providers as to the attractiveness of investment in any securities or any other financial products.

2.16

Licensee acknowledges and agrees that:

(a) Licensor has not given any investment advice or made any

claim as to the suitability of any Service for any use (including for financial products);

(b) Licensor furnishes Data and/or Software and Software Data

for information purposes only and as part of a general service and without regard to a Licensee’s particular circumstances;

suitability of a Service for any intended use (and Licensee is qualified to make such assessment or has received suitable independent

advice); and

(d) Licensor does not offer or sell any securities or financial

products, and nothing should be construed as such.

Reporting

3.1.

Where required in an Order Form, Licensee shall provide to Licensor a Reporting Schedule within 15 days of:

(a) execution of each Order Form;

(b) the end of each Initial Term and Renewal Term;

(d) any reasonable request by Licensor (not more than once every

calendar quarter).

3.2. Where appropriate, the completed Reporting Schedule shall

be used as the basis of Licensor’s invoice.

4. System and Security

4.1

Licensee shall provide a suitable System (either directly or via a Delivery Agent), to receive the Data licensed under a Services Contract and/or access and use the Software and Software Data and shall be responsible for the System. Licensor shall not be liable for the incompatibility or failure of the System with or in relation to such Data and/or Software and Software Data or provision of such Data and/or Software and Software Data or any of Licensor’s or Delivery Agent’s operational systems.

4.2

Licensee shall comply with any reasonable security procedures or technical requirements in relation to the Service(s) specified by Licensor. Licensee shall procure that any passwords provided by Licensor are kept confidential and only used by Authorised Users in accordance with the Services Contract. Licensee shall promptly inform Licensor if Licensee has reason to believe a password or Service has been compromised.

Assistance and Audit

5.1

Licensee shall promptly notify Licensor in writing if Licensee acquires, is acquired by or merges with another legal entity or if an Affiliate ceases to be a Group Company of the Licensee (“M&A Activity”). Licensor may, on reasonable notice:

(a) terminate any Services Contract if, in Licensor’s reasonable

opinion, such M&A Activity is likely to have adverse business or reputational consequences for Licensor or any of its Group Companies;

(b) change the Charges under any Services Contract to reflect

the change in circumstances, subject to Licensee’s termination right in clause 8.5.

5.2

At Licensor’s request, Licensee shall promptly certify that Licensee is in compliance with the terms of a Services Contract and provide reasonable supporting information.

5.3

During the Term and for 12 months after the termination of a Services Contract, Licensor and its agents may, on not less than 14 days’ prior written notice and at reasonable times, audit Licensee’s use of the Services by:

(a) reviewing relevant parts of Licensee’s documents (including

accounts) relating to the Services; and

(b) accessing and monitoring the use of Systems and Applications

under Licensee’s reasonable supervision (which Licensee and Licensor understand to mean that the Licensee shall have physical control

over the System and/or Application while permitting the Licensor and/or its employees, auditors or agents to request certain steps are

taken and to observe these steps being taken), and in accordance with Licensee’s reasonable security standards solely to verify

that the use of the Service(s) by Licensee is in accordance with the relevant Services Contract and that the Charges are correct. Licensor

will not audit more than once in every 12 months per Licensee location, unless (a) Licensor has cause to suspect, or an audit reveals,

that Licensee is non-compliant; or (b) where required to do so by an Information Provider with respect to its data.

5.4

If the audit referred to in clause 5.3 shows additional Charges are payable or a breach of the Services Contract has occurred, then Licensee shall pay:

(a) any such additional Charges;

(b) interest at the Interest Rate for the period from the date

when the additional Charges would have been due to the date of payment thereof; and

Representations, Warranties, Indemnification, Liability and Disclaimers

6.1

Each party represents, warrants and agrees that it shall perform its obligations in relation to the Services Contract in compliance with applicable Laws.

6.2

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND LICENSOR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY AND NONINFRINGEMENT. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR TO ANY END USER OF LICENSEE FOR ANY DECISIONS BASED ON THE SERVICES OR DATA, FOR ANY INACCURACY, INCOMPLETENESS OR ERROR IN THE DATA OR IN THE EVENT THAT ANY SERVICES ARE INTERRUPTED, CHANGED OR BECOME UNAVAILABLE FOR ANY REASON. LICENSOR DOES NOT WARRANT THAT THE SERVICES OR DATA WILL MEET LICENSEE’S SPECIFIC NEEDS, ACHIEVE A PARTICULAR MARKETING OR BUSINESS RESULT, BE ERROR FREE, COMPLETE OR PROVIDED ON A TIMELY BASIS OR NOT BE SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION.

6.3

SUBJECT TO CLAUSES 6.5 AND 6.6, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE; FOR:

(a) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS; OR

(b) ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED

SAVINGS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY; OR

(d) ANY LOSS IN VALUE OR LOSS RELATING TO ANY PRODUCT THAT IS

LINKED TO THE PERFORMANCE OF ANY INDEX OR DATA; OR

(e) LOSS OR DISCLOSURE OF OR CORRUPTION TO DATA; OR

(f) IN THE CASE OF LICENSOR, LOSS OR DAMAGE ARISING FROM ANY

CLAIM MADE, OR LOSS INCURRED BY A CLIENT OR CUSTOMER OF LICENSEE;

IN EACH CASE, REGARDLESS OF WHETHER SUCH LOSS IS FORESEEN

OR, FORESEEABLE.

6.4

EXCEPT IN RESPECT OF THE INDEMNITY PROVIDED IN CLAUSE 6.8 FOR WHICH LICENSOR’S LIABILITY SHALL BE UNLIMITED AND SUBJECT TO CLAUSES 6.5 AND 6.6, LICENSOR’S AGGREGATE LIABILITY TO LICENSEE (AND LICENSEE’S SOLE REMEDY) IN RESPECT OF ALL CLAIMS (INCLUDING ANY CONNECTED CLAIMS) WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE IN RELATION TO A SERVICE SHALL BE LIMITED TO THREE HUNDRED PERCENT (300%) OF THE TOTAL CHARGES PAID BY LICENSEE IN RESPECT OF THAT PARTICULAR SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE CLAIM OCCURRED.

6.5

Notwithstanding anything to the contrary in these One Contract Framework Terms, nothing in a Services Contract excludes or limits a party’s liability for: death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law;

6.6

Notwithstanding anything to the contrary in these One Contract Framework Terms, nothing in a Services Contract excludes or limits Licensee’s liability arising from:

(a) Licensee’s breach of any terms in a Services Contract

relating to the use of Data or Marks including, without limitation, clause 2 of these General Terms; or

(b) the indemnity given at clause 6.10.

6.7

Licensee agrees that no Index Partner or Information Provider shall have any obligation or liability to Licensee in relation to any Services Contract and that any Claim by Licensee under or in relation to any Services Contract may only be made against Licensor.

6.8

Licensor shall indemnify Licensee and its directors, officers, employees and agents from third party Claims and Losses (other than by a Group Company of Licensee) to the extent the same arises out of or in connection with any allegation that the use by Licensee of any Data or Marks licensed under a Services Contract (other than any Mark of an Index Partner or Information Provider) infringes such third party’s Intellectual Property Rights. The foregoing shall be Licensee’s sole remedy in respect of Claims and Losses to which this indemnity applies.

6.9

Licensor shall have no liability under the indemnity in clause 6.8 arising from or in relation to:

(a) the use of any Data or Marks in combination with anything

not provided by Licensor or after the Termination Date of the relevant Services Contract;

(b) any content forming part of the Data that is not wholly-owned

or created solely by, or on behalf of, Licensor; or

6.10

Licensee shall indemnify Licensor, its Group Companies and their respective directors, officers, employees, agents, and Licensor’s Index Partners and third party licensors from third party Claims and Losses (other than by a Group Company of Licensor) to the extent the same arises out of, or in connection with:

(a) the use of a Service by Licensee or any third party because

of Licensee;

(b) the creation or use of any Composite Indices or Manipulated

Data or anything based on any Data by Licensee or any third party because of Licensee; or

6.11

In relation to any Claim or Loss to which clauses 6.8 or 6.10 apply, the indemnified party shall:

(a) promptly notify the other party;

(b) not make any admission in relation to or settle, or attempt

to settle, the Claim or Loss without the prior written consent of the indemnifying party (not to be unreasonably withheld or delayed);

of the Claim, provided that indemnifying party shall not settle, or attempt to settle, the Claim without the prior written consent of

the indemnified party (not to be unreasonably withheld or delayed);

(d) give the indemnifying party the assistance reasonably requested

in dealing with the Claim or Loss; and

(e) subject to sub-clauses (a) - (d), take all reasonable steps

to mitigate any Losses that are the subject of the indemnity.

6.12

In relation to any Claim or Loss to which the indemnity in clause 6.8 relates, Licensor may, in its sole discretion and at its expense:

(a) procure for Licensee the right to continue to use any of

the allegedly infringing Data licensed under a Services Contract; and/or

(b) replace or modify any of such allegedly infringing Data to

make it non-infringing.

Intellectual Property Rights

7.1

Licensee acknowledges that Licensor Marks, Data (including the Data licensed under a Services Contract) and Software Data and Software are assets of great value to Licensor, its Group Companies, or their licensors and that all Intellectual Property Rights and any other rights of whatever nature in and relating to such Marks, Data and Software and Software Data shall remain the property of Licensor, its Group Companies, or its licensors.

7.2

Licensee agrees it shall use the Marks only to identify that Licensor is the source of the relevant Service, provided that the relevant disclaimers set out in the Attribution Requirements are incorporated with reasonable prominence together with such a statement.

7.3

Nothing in any Services Contract shall transfer to Licensee any proprietary title to or rights or interest in any Intellectual Property Rights referred to in clause 7.1 and Licensee shall have no rights to use the same except as expressly set out in a Services Contract.

7.4

Licensee shall execute and deliver any reasonable documentation requested by Licensor (at Licensor’s reasonable expense) to confirm any of Licensor’s title or rights in, or relating to, the Data, the Software and/or the Marks or to assign the same to Licensor or a person nominated by Licensor.

7.5

Except as expressly permitted by a Services Contract, Licensee shall obtain the prior written consent of Licensor to use any of the Marks.

Term and Termination

8.1

Except to the extent provided otherwise by the relevant Services Contract, each Services Contract shall come into effect on the Commencement Date and shall:

(a) continue for the Initial Term;

(b) automatically renew for the Renewal Terms;

until terminated in accordance with the

terms of the relevant Services Contract.

8.2

Either party may terminate a Services Contract in whole or in part by giving at least six (6) months’ prior written notice to the other, such notice to take effect at the end of the Initial Term or the then current Renewal Term.

8.3

Either party may terminate a Services Contract immediately by notice to the other party if the other:

(a) becomes unable to pay its debts in the ordinary course of

business, passes a resolution for winding up or has a receiver or administrator appointed over all or any of its assets, becomes insolvent

(whether voluntarily or involuntarily), is placed in liquidation or ceases to carry on business as a going concern or the equivalent

occurs in any jurisdiction;

(b) materially breaches any term of such Services Contract and

it is not possible to remedy that breach or it is possible to remedy that breach but the other fails to do so within 30 days of being

requested to do so.

This clause 8.3 shall not apply to any non-payment by Licensee,

which shall be governed by clause 8.4.

8.4

Licensor may terminate a Services Contract immediately by notice to Licensee if any Charges due under the relevant Services Contract have remained unpaid for a period of 30 days following the date of written notice from Licensor that such Charges are overdue.

8.5

If Licensor notifies Licensee of an amendment to a Services Contract in accordance with clause 5.1 or 15.2(a), Licensee may on written notice elect to terminate such Services Contract as of the date on which such amendment is intended to take effect and Licensor shall, upon request, refund any pre-paid Charges on a pro-rata basis for the period following the Termination Date. If Licensee does not exercise its termination right by the earlier of ten days after the date of such notice and seven days before the proposed amendment is to take effect, then such right will lapse and the Services Contract will continue in effect, subject to the amendment.

Suspension

8.6

Licensor may (without liability, other than providing a refund as specified in clause 8.11), terminate or suspend all or part of a Service:

(a) if the Service depends on third party information or services

and the third party does not supply such information or service;

(b) if the Service cannot be provided in compliance with applicable

Law;

Intellectual Property Rights;

(d) if the Service is generally terminated or suspended by Licensor

across parts of all of its business; or

(e) if Licensor reasonably believes that this is necessary to

maintain the security or integrity of the Services or Licensor’s operations or to prevent their misuse; or

(f) for a reason beyond Licensor’s reasonable control.

8.7

In the event of any suspension under clause 8.6, Licensor shall provide Licensee with such information about the expected period of suspension as it provides all its comparable customers receiving such Service.

8.8

In circumstances in which Licensor is entitled to terminate a Services Contract due to any breach or non-payment by Licensee, Licensor may instead:

(a)

suspend performance of the Services Contract, provided that Licensor’s right to terminate will be reserved;

(b)

terminate only that part of the Services Contract that relates to the particular Service in relation to which the relevant breach or non-payment has occurred.

Consequences of Termination

8.9

Upon termination of a Services Contract, Licensee must:

(a) immediately cease using the Service(s) provided thereunder

and promptly destroy all copies of the Data, Software Data and/or Software under its control and, if requested, provide certification

to Licensor of such destruction. The requirement to destroy all copies of the Data shall not apply to (i) any Data that is backed up

for archival purposes in the ordinary course of the Licensee’s business operations (provided that in respect of any such archived

Data, the Licensee warrants that it will not access or use such Data after termination of a Service Contract and that such Data be subject

to all the conditions and restrictions contained in the Services Contract); and (ii) any Data that the Licensee is required to retain

under any legal or regulatory obligation (and only to the extent and for such time as is required under any such obligation), provided

that such Data shall be subject to the confidentiality obligations in clause 9; and

(b) not do, or omit to do, anything that might reasonably lead

any person to think that Licensee or any of its services or products have any connection with Licensor or its licensors, a Service or

the Marks.

8.10

Upon termination of a Services Contract by a Licensor pursuant to clause 8.3 or clause 8.4, Licensor may terminate any other Services Contract, and any other Licensor may terminate any of its or their Service Contracts, in each case immediately by notice.

8.11

Where the provision of Data licensed under a Services Contract is terminated by Licensor under clause 8.6, Licensor shall, upon request, refund any pre-paid Charges on a pro-rata basis.

8.12

Termination of a Services Contract in respect of fewer than all the Services covered by such Services Contract, shall affect only that portion thereof and not any other portion of the partially terminated Services Contract.

8.13

Termination of a Services Contract shall not affect any accrued rights or liabilities thereunder.

Confidentiality

9.1

Subject to clause 9.2, Licensor and Licensee shall keep confidential all Confidential Information.

9.2

Either party may disclose Confidential Information to:

(a) its auditors or lawyers or other professional advisers;

(b) its Group Companies;

(or those of its Group Companies) in order to enable the disclosing party to carry out its obligations or exercise its rights under the

relevant Services Contract;

(d) to a regulatory or governmental body to which either party

is subject or reasonably submits, to the extent required by such regulatory or governmental body; and/or

(e) in case of Licensor, to Information Providers, Delivery Agents

and Index Partners (to the extent necessary under Licensor’s agreements with such Information Providers, Delivery Agents and Index

Partners),

provided in each case that:

(i) the recipient is bound by confidentiality obligations similar

to those contained herein; and

(ii)

the party disclosing such Confidential Information shall be fully responsible for any breach of such confidentiality obligations by the recipient.

10.

Data Protection and Privacy

10.1

Each party will comply with all applicable Data Protection Legislation in relation to the performance of any Services Contract.

11.

Charges

11.1

Licensee shall pay the Charges as set out in each Order Form. Charges shall be payable within 30 days of receipt of Licensor’s invoice.

11.2

Licensor may charge interest on overdue payments (which are not disputed in good faith) at the Interest Rate.

11.3

Other than as expressly stated in the relevant Services Contract, no refund of any Charges will be given if a Services Contract terminates before the end of the period to which the Charges relate.

11.4

The Charges are exclusive of VAT or any other sales tax or other governmental taxes, levies, duties, licenses, fees, excises or tariffs in each relevant territory. Licensee shall be responsible for the timely payment of, or reimburse Licensor on demand for, the full amount of all such taxes at the rate applicable at the time. Where the laws of Licensee’s territory require Licensee to make such deductions from a payment due to Licensor, then the amount due from Licensee to Licensor shall be increased to an amount, which after making such tax deductions, leaves an amount equal to the amount originally due to Licensor.

12.

Assignment and Subcontracting

12.1

Licensee may not assign or sub-license the benefit of any Services Contract without Licensor’s prior written consent. Subject to that restriction, each Services Contract shall bind and benefit Licensee and Licensor and each of their successors and assigns.

12.2

Licensor may assign or novate its rights and/or obligations under a Services Contract: (i) to any of its Group Companies (ii) in connection with Licensor’s or its Group Companies’ sale of a division, product or service; or (iii) in connection with a reorganisation, merger, acquisition, or divestiture of Licensor or any similar business transaction and Licensee hereby consents irrevocably to any such assignment or novation.

12.3

Licensor may sub-contract or outsource the performance of any of its obligations under a Services Contract, provided that this shall not relieve Licensor from such obligations.

13.

Entire Agreement

13.1

Each Services Contract shall form the entire agreement in relation to its subject matter and shall supersede any prior agreement or communication in relation to that subject matter (which prior agreement or communication shall terminate and cease to be of effect upon the Services Contract taking effect), including any provisions on any party’s website or contained in any paper or electronic ordering document, “shrink wrap” or “click wrap” agreement, or delivered as an attachment to or a part of the Data licensed under a Services Contract or any billing or accounting document. Notwithstanding the foregoing, such termination of any such prior agreement or communication shall not prejudice or affect the rights or remedies of either party under it arising prior to such termination in respect of:

(a) any breach of contract or claim or demand that either party

may have against the other pursuant to the terms of such prior agreement or communication, where such breach, claim or demand arose and

was notified to the other party prior to such date of termination; or

(b) any matter or provision of such prior agreement or communication

that expressly or impliedly survives termination.

13.2

Each party acknowledges that, in entering into a Services Contract, it has not relied on any statement, representation, assurance or warranty other than as expressly set out in such Services Contract.

14.

Failure or Delay in Performance

14.1

Neither party shall be liable for failure or delay in the performance of any of its obligations under a Services Contract (except for the payment obligations and compliance with restrictions on the use of any Service(s)) to the extent that such failure or delay is caused by circumstances beyond its reasonable control. Licensee acknowledges that, in relation to Licensor, this shall include the cessation of calculation or publication of the Data licensed under a Services Contract or Indices or any changes in the constituents, currency data or the methodology used in calculation thereof, where such matters are decided upon by a government body, a regulator or an independent body which Licensor does not control.

15.

General

15.1

No waiver

(a) No waiver of any breach of any provision of a Services Contract

shall constitute a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorised representative

of the waiving party;

(b) No failure or delay by any party in exercising any right

or remedy relating to a Services Contract shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise

at any subsequent time.

15.2

Amendment in writing.

(a) Licensor may amend any Services Contract on not less than

three months’ prior written notice, subject to Licensee’s termination right set out in clause 8.5 such amendment to take

effect: (i) in respect of an amendment to the Charges, from the start of the next Renewal Term; and (ii) in respect of any other amendment,

from the effective date specified in such notice.

(b) Subject to 15.2(a) above, any modification to these One Contract

Framework Terms and any Order Form must be in writing and signed by all of the parties to such document.

15.3

Severability. If any provision of a Services Contract is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4

No partnership. Nothing in these One Contract Framework Terms or any Order Form shall be construed as creating:

(a) a fiduciary relationship of any kind between the parties

or between Licensor and Licensee’s current or prospective clients or customers; or

(b) a partnership, franchise, joint venture, agency or employment

relationship between the parties.

15.5

Bribery. In pre-contract negotiations and in use of the licence granted under any relevant Services Contract, each of Licensor and Licensee confirms that it has and shall at all times comply with the terms of the Bribery Act 2010 and the US Foreign Corrupt Practices Act.

15.6

Notices. Subject to clause 15.7, any notice or other document to be

given under or in connection with any Services Contract shall be in writing and shall be served by email to: (i) in the case of Licensor,

SalesOperations@ftserussell.com or such other email address as Licensor may notify Licensee in writing from time to time; or (ii)

in the case of Licensee, such corporate email address as Licensee may notify Licensor from time to time. The deemed effective date

shall be the date of transmission, unless such date is a Saturday or Sunday or a public holiday in the country of the recipient party,

in which case, deemed receipt shall occur on the next business day when banks are open for business in that country.

15.7

Any legal claims or other documents related to any legal or, if applicable, arbitration proceedings under any Services Contract must be served in accordance with the laws or rules applicable to such proceedings.

15.8

Signing in counterparts. Each Order Form may be executed in one or more counterparts and each counterpart shall be deemed an original, but all of them together shall constitute one instrument.

15.9

Survival. All provisions of any Services Contract that may be reasonably construed as surviving the expiration or any termination of that Services Contract, shall survive the expiration or any termination of the Services Contract concerned. Without prejudice to the foregoing, the provisions of clauses 6.6, 7, 11.1, 11.4, 13, 14, 15.1, 15.2, 15.3, 15.4, 15.5, 15.9, 15.10, 15.11, and Section 2 will survive the termination of these One Contract Framework Terms and any Services Contract.

15.10

No third party rights. Except as expressly provided otherwise, no term of any Services Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 or other applicable Laws by a person who is not named as of the date of signature as a party to the Services Contract concerned.

15.11

Governing law.

These One Contract Framework Terms, Order

Form and Services Contract, including the questions of their validity, interpretation and effect and all disputes relating thereto (whether

arising from contract, tort or otherwise) shall be governed by the laws of the State of New York (without regard to its choice of law

principles or rules of conflict of laws). The parties submit to the exclusive jurisdiction of the Supreme Court of the State of New York,

County of New York or the Federal District Court for the Southern District of New York. The parties waive any objections based on venue

in any such action, suit or proceeding as well as any bond, surety or other security that might be required of any other party.

THE PARTIES HEREBY WAIVE, TO THE FULLEST

EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,

TORT, EQUITY OR OTHERWISE ARISING UNDER THE ONE CONTRACT FRAMEWORK TERMS, ORDER FORM OR SERVICES CONTRACT.

15.12

UN Conventions on Contracts. The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these One Contract Framework Terms or any Services Contract between the parties.

ONE CONTRACT FRAMEWORK TERMS - SECTION 2

Definitions

Except where expressly stated otherwise, defined

terms used in the One Contract Framework Terms and Order Form have the meanings set out in this Section 2 – Definitions.

Affiliate: in respect of a Service, a Group

Company of Licensee designated as such in the related Order Form.

Application: a program used to process

Data.

Attribution Requirements: the then current

Licensor requirements for attribution and dissemination of Data and Marks set out at http://www.ftse.com/products/indices/attribution-requirements

(as such URL may be changed by Licensor giving notice).

Authorised User: defined in clause 2.2.

Back-Up Copy: an unaltered back-up of Data

licensed under a Services Contract that is stored separately by Licensee and is only accessible by an Authorised User.

Benchmarks Regulations: means all applicable

Law as may be amended or superseded from time to time relating to governance and control over the benchmark process, improving the quality

of input data and methodologies used by benchmark administrators and ensuring that contributors to benchmarks and the data they provide

are subject to adequate controls, including but not limited to the EU Benchmarks Regulation and the UK Benchmarks Regulation.

Charges: the subscription or other charges

applicable to the Services as set out in the relevant Services Contract.

Claim: a claim, demand, action, suit or

similar proceeding.

Commencement Date: the Service start date

specified on an Order Form.

Confidential Information: (i) the terms

of each Services Contract; (ii) any confidential or proprietary information supplied by any party to any other with respect to its financial

affairs or business operations; and (iii) all communications between the parties relating to a Services Contract or the associated Services.

Confidential Information shall not include any information which (a) is available to the public other than because of any breach of a

Services Contract; (b) is, when it is supplied, already known to, or has been independently obtained by, the recipient in circumstances

in which they are not prevented from disclosing it to others; (c) is required to be disclosed by Law; or (d), is developed by Licensor

independently of the information disclosed by Licensee under the Services Contract.

Control: having control in relation to

an entity through equity, voting rights, or constitutional or other regulating documents.

Composite Index: a composite index or benchmark

calculated by, or on behalf of, Licensee by blending an Index with one (or more) other Index or third party index or benchmark data.

Data: means any data (including any Index

Values, weightings and constituents, methodology, Information Provider’s data, ICB Data, Ratings, Pricing Data, and/or FastQuote

Data, but excluding any Software Data) received or accessed by Licensee or any of Licensee’s Group Companies that is produced, calculated

or otherwise made available by or on behalf of a Licensor or any Group Company of Licensor from time to time .

Data Protection Legislation: applicable

data protection Laws in force anywhere in the world.

Delivery Agent: a third party authorised

by Licensor, that provides access to Licensee to the Data.

Exchange Traded Fund or ETF: means an exchange

traded fund constituted as an open-ended pooled investment vehicle or vehicles (which may be a stand-alone fund or one of a number of

funds within a single legal entity) operated and managed by or on behalf of a party which:

(a) aims to match the return of, or provide a return based upon

replicating the performance of the index;

(b) is open to and targeted at both institutional and retail

investors;

throughout normal exchange trading hours, in a manner similar to the trading of equity shares; and

(d) is available for redemptions periodically at the request

of the investors or certain classes of them (whether or not subject to conditions).

EU Benchmarks Regulation: means Regulation

(EU) 2016/1011 of the European Parliament and the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial

contracts or to measure the performance of investment funds) in the European Union.

EUR: means the official currency of the

participating member states of the eurozone, being the monetary unit of certain member states of the European Union, which have adopted

the euro as their common currency.

FastQuote Data: end of day Data with prices

and yields of Canadian fixed income instruments.

Fixed Term: means a period of time between

a start date and an end date, each of which are known in advance of the start date.

FTSE RAFI Index Series: means the FTSE

RAFITM Index Series created by FTSE and Research Affiliates®, with constituents weighted using a composite of fundamental factors,

including total cash dividends, free cash flow, total sales and book equity value.

Fund: (a) an Institutional Fund or (b)

a Retail Fund that in either case is not an Exchange Traded Fund.

GBP: means pound sterling or other prevailing

currency of the United Kingdom from time to time.

Group Company: in relation to an entity,

any other entity that Controls, is Controlled by or is under common Control with that entity.

ICB: the Industry Classification Benchmark

proprietary system developed by Licensor for classifying listed companies into industries, super-sectors, sectors and sub-sectors, as

modified by Licensor from time to time.

ICB Data: any Data contained in the ICB.

Index: an equity, bond, property, hedge

fund, commodities, fixed income, multi-asset or other index received or accessed by Licensee or any of Licensee’s Group Companies

that is produced, calculated or otherwise made available by or on behalf of Licensor or any Group Company of a Licensor from time to time.

Index Partner: means any third party with

whom a Licensor has collaborated in the creation of an Index.

Index Value: the value of an Index at a point in time.

Information Provider: a third party that

provides data in, or used to produce, any Data and/or Software Data.

Initial Term: the initial period of subscription

specified in an Order Form (or 12 months if no initial period of subscription is stated).

Institutional Fund: means:

(a) a “collective investment scheme” means, any arrangements

with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the

arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income

arising from the acquisition, holding, management of disposal of the property or sums paid out of such profits or income; or

(b) an “occupational pension scheme” means any scheme

or arrangement which is comprised in one or more instruments or agreements, and which has, or is capable of having, effect in relation

to one or more descriptions or categories of employment so as to provide benefits in the form of pensions or otherwise payable on termination

of service, or on death or retirement to or in respect of earners with qualifying service in an employment of any such description or

category,

(d) a Separately Managed Account, or

(e) any other fund that is not a Retail Fund or an Exchange Traded

Fund.

Intellectual Property Rights: database

rights, copyrights, patent rights, trade or service marks, design rights, trade secrets and any other intellectual property rights (registered

or unregistered) anywhere in the world.

Interest Rate: the lesser of 1.5% per annum

and any maximum permitted by applicable law, accrued on a daily basis.

Law: in relation to a party, any law, court

order, regulatory rule or other similar pronouncement that is applicable to or binding upon that party.

Licensed ETF: means in connection with

a Services Contract, the ETF specified as such in the related Order Forms.

Licensed Fund: means in connection with

a Services Contract, the Funds specified as such in the related Order Forms.

Licensed Product: means in connection with

a Services Contract, the Product specified as such in the related Order Forms.

Licensee: the entity defined as such in an Order Form.

Licensor: the direct or indirect subsidiary

of London Stock Exchange Group plc that is defined as such in an Order Form.

Losses: damages, losses, settlements, costs,

expenses (including reasonable lawyers’ fees and costs) and compensation directly arising from an act or omission.

Manipulated Data: data created or derived

by, or on behalf of, Licensee, by applying calculations to Data.

Marks: the trade marks, service marks,

names, logos, titles and short-form names relating to the Indices and other Data from time to time including without limitation the trade

marks FTSE®, FTSE Russell®, FT-SE®, FOOTSIE®, RUSSELL®, Mergent®, Beyond Ratings® and The Yield Book®.

One Contract Framework Terms: the terms

and conditions set out in Sections 1-7.

Order Form: an order form entered into

between Licensor and Licensee specifying the Services to be provided, applicable Charges and other related terms.

Partner Index: an Index created pursuant

to a collaboration between a Licensor and any third party.

Pricing Data: the prices, returns, yields,

durations, convexities, reference data, and other similar statistics relating to one or more securities in the Data.

Product: means options, bonds, warrants,

notes, certificates, swaps, forward contracts and contracts for differences or other structured financial products and investments, which

are issued by the Licensee (or if applicable any of its Affiliates) and the performance of which is linked to the performance of one or

more indices for a Fixed Term, but “Product” shall not include:

(a) futures;

(b) options on futures;

(d) securities options;

(e) OTC products (which for the avoidance of doubt shall not

include bonds, warrants, notes or certificates),

where any of the foregoing are listed

or traded on an investment exchange or other recognised trading venue and/or centrally cleared;

(f) Funds or Exchange Traded Funds or investment products which,

or the units or shares of which, are listed or traded on an investment exchange or other recognised trading venue;

(g) any product which is linked to the performance of any of

Licensor’s FTSE China indices from time to time (including the indices comprised in the FTSE China A Index Series, the FTSE China

Index Series, and the FTSE Global China A Inclusion Indices or any custom index of such index), and which, or the units or shares of

which, are listed or traded on an investment exchange or other recognised trading venue; or

(h) for the purposes of an In-Scope Multiple Product Licence

or an In-Scope Single Product Licence, Exchange Traded Notes.

Ratings: any ratings Data specified in an Order Form.

Renewal Term: a period of 12 months immediately

following the Initial Term or a Renewal Term.

Report: a report, publication or material

from Licensee to its existing or prospective customers.

Report Charges: the Charges applicable

to reports specified in an Order Form.

Reporting Schedule: the form specified

in an Order Form for Licensor’s reporting requirements.

Retail Fund: means an investment trust,

unit trust, investment company or any other scheme, in each case the units or shares of which are authorised or approved by the applicable

regulatory authority or under applicable Law as being available to private or retail customers as defined under applicable Law. A Retail

Fund shall not include an Exchange Traded Fund.

Services: the provision of Data and/or

Software, licensing of rights and any services related thereto, to be provided or licensed by a Licensor, as set out in the applicable

Order Form and a “Service” means each individual index or other product, service or other line-item as specified in

such Order Form.

Services Contract: an Order Form, the section(s) of the One

Contract Framework Terms applicable to such Order Form, and any other schedules, exhibits or declarations referred to in them.

Site: the physical address specified in

an Order Form at which the related Service is authorised for use by Licensee.

Software: the object code version (in any

medium) of the computer program to which access will be provided to Licensee by Licensor pursuant hereto, as more fully described in the

relevant Order Form.

Software Data: has the meaning given to it in the Yield Book

Software Order Form.

System: a computer system used by or on behalf of Licensee to

receive or access a Service.

Term: the period in relation to a Services Contract, from the

Commencement Date to the Termination Date.

Termination Date: the date a Services Contract ends.

UK Benchmarks Regulation: Benchmarks (Amendment and Transitional

Provision) (EU Exit) Regulations 2019 which transposed the EU Benchmark Regulation into UK Law.

USD: means United States Dollars or the prevailing currency

of the United States of America from time to time.

ONE CONTRACT FRAMEWORK TERMS

SECTION 4 – FUNDS AND PRODUCTS LICENCE

TERMS

Licence

1.1

Licensor grants to Licensee a non-exclusive, nontransferable licence:

(a)

to use the Marks in connection with:

(i)

at the Site(s) only:

(A)

the issue; and

(B)

the operation; and

(ii)

within the Territory:

(A)

the marketing; and

(B)

the promotion,

of the Licensed Funds (in respect of

each Licensed Fund, a “Fund Licence”) and/or the Licensed Products (in respect of each Licensed Product, a “Product

Licence”); and/or

(b)

to use the Marks within the Territory in connection with:

(i)

the issue;

(ii)

the operation;

(iii)

the marketing; and

(iv)

the promotion;

of the Licensed ETFs listed on the stock

or securities exchange(s) specified in the relevant Order Form (in respect of each Licensed ETF, an “ETF Licence”).

1.2

Licensee may incorporate the name of the relevant Index or Mark licensed under a Services Contract within the name of a Licensed Product, Licensed Fund or Licensed ETF, provided that the positioning of the Index or Mark shall be subject to Licensor’s prior approval (not to be unreasonably withheld or delayed). In the event that Licensee wishes to change or amend the name of a Licensed Product, Licensed Fund or Licensed ETF that incorporates the Index or Mark, Licensee shall provide Licensor with at least 10 days’ prior written notice (including the old and new names). Subject to the relevant Services Contract remaining in force, Licensee shall always use the Mark in the name of the Licensed ETF.

1.3

Notwithstanding that the Marks and a Licensee trademark(s) may be used together, the combined use of those individual trademarks is not a unitary trademark or composite trademark, and neither Licensor nor Licensee shall seek to register, or cause or permit any other person or entity to register, such combination as a unitary or composite trademark. Any goodwill accruing from the use of such marks will, in the case of the Marks, accrue solely to Licensor and, in the case of a Licensee trademark, accrue solely to Licensee.

Use of Index

2.1

A Services Contract incorporating these Funds and Products Licence Terms shall constitute Licensor’s consent to Licensee (and its Affiliates, if applicable) using Data specified in the relevant Order Form solely to the extent necessary to create, issue, operate and promote the Licensed Fund, Licensed Product or Licensed ETF linked to the performance of such Data.

2.2

Licensee may include factual statements, graphs or diagrams referring to past performance of the relevant Indices in documents relating to Licensed Funds, Licensed Products or Licensed ETFs, provided that:

(a) Licensee exercises reasonable care and skill in doing so;

(b) the contents of such documents are correct and accurate;

(d) it is for a purpose ancillary to the operation, marketing or promotion of the Licensed Funds, Licensed Products or Licensed ETFs.

Index Changes and Withdrawal

3.1

Licensor may at any time stop calculating or publishing an Index (a “Withdrawn Index”) and in such case will notify Licensee:

(a) at least 6 months in advance unless a shorter period is required

due to any circumstance referred to in clause 8.6 of Section 1 of the One Contract Framework Terms; and

(b) as to whether a replacement Index will be available.

3.2

If a replacement Index is not available, the relevant Services Contract will terminate with respect to the Withdrawn Index when Licensor stops calculating or publishing the Withdrawn Index, whichever occurs first, without liability to Licensor.

3.3

If a replacement Index is available, Licensee will have 60 days from the date of notification in accordance with clause 3.1(b) above to inform Licensor whether it elects to use such replacement Index. If:

(a) Licensee elects to use the replacement Index, the relevant

Services Contract will continue and the Marks licensed will, with effect from the end of the 60 days, be those relating to that Index;

(b) Licensee elects not to use the replacement Index or fails

to notify Licensor of Licensee’s decision within the 60 day period, then the relevant Services Contract will terminate with respect

to the Withdrawn Index with effect from the date on which Licensor ceases calculating or publishing the Withdrawn Index, without liability

to Licensor.

3.4

Licensor may, upon 3 months’ notice, amend the name of the relevant Index or Marks. Any documents published or distributed after such notice period relating to each Licensed Fund, Licensed Product and/or Licensed ETF must refer to the amended Index name or Mark.

Restrictions on Use

4.1

If the relevant licence is for any Index which forms part of the FTSE RAFI Index Series, Licensee may not use the Indices or Marks in connection with the creation or management of a Managed Synthetic Product.

4.2

Licensee may not use the Indices or Marks as part of, or otherwise in relation to, any informational or promotional material relating to an ETF Licence without first providing proof copies to Licensor and obtaining the consent of Licensor to the use concerned, other than in:

(a) any registration statement, prospectus or similar document

issued in connection with the marketing of a Licensed ETF; and

(b) any document issued or distributed solely to managers or

dealers (or prospective managers or dealers).

4.3

Licensee may not, directly or indirectly, create, operate or license any financial product, index, or service linked to a Licensed ETFs without Licensor’s prior written consent.

4.4

Licensee may not use the Data or Marks or any other index, data or mark owned or licensed by Licensor in a way that suggests (expressly or otherwise) that Licensor, its Group Companies, licensors or Index Partners:

(a) have given any approval, endorsement or consent to the issue

of or the investment in the Licensed ETFs, or is otherwise connected to them in a way which may put any of the Licensor, its affiliates,

its licensors and/or Index Partners in breach of Securities Laws;

(b) have made any judgement about, or has expressed any opinion

on, the Licensee or the Licensed ETFs; or

or the Licensed ETFs or made any claim as to the suitability of the Indices for its use in connection with any Licensed ETFs.

Licensee Materials

5.1

Licensee shall provide Licensor with the product term sheets for each Product issued under a Product Licence prior to the launch of such Product, for informational purposes.

5.2

Licensor will give Licensee at least 3 months’ prior written notice of any change to the Attribution Requirements in respect of an ETF Licence. Licensee will not be required to withdraw any literature or other material already published or in circulation prior to the date of the notice.

Notices and Approval

6.1

Prior to issuing, operating, marketing or promoting a new Licensed Product pursuant to a Multiple Product Licence, Licensee shall obtain written confirmation from Licensor that the relevant Index is licensed under such Multiple Product License.

6.2

Licensee shall:

(a) give Licensor at least 30 days written notice in advance

prior to listing any Licensed ETF on the Exchanges.

(b) not list the Licensed ETFs on any stock or securities exchange(s)

not specified in the relevant Order Form without Licensor’s prior written consent.

approval from Licensor not less than 14 days’ prior to launch.

Charges

7.1

Unless expressly stated otherwise in a Services Contract, any up-front fees specified and other fees specified as being payable annually on an Order Form for a Licensed Fund, Licensed ETF or Licensed Product shall be payable to Licensor in advance and any fees that relate to the AUM or Notional Value of a Licensed Fund, Licensed ETF or Licensed Product specified on the relevant Order Form shall be payable quarterly in arrears as set out in clause 8.5 and, if applicable, clause 8.8.

Reporting and Invoicing

8.1

Licensee shall report AUM and Notional Value (i) in the currency of the Charges; or (ii) the currency of the applicable Licensed Fund, Licensed Product or Licensed ETF, if different from the currency of the Charges.

8.2

For the purposes of calculating and invoicing the Charges (including whether any relevant threshold is met) Licensor will use its currency conversion rates at the time of invoicing.

8.3

The details referred to in clauses 8.4 or 8.6, shall be sent to BillingOps@lseg.com or such other email address as may be notified by Licensor from time to time.

8.4

Licensed Funds and Licensed ETFs. Licensee shall provide Licensor with:

(a) details of the AUM of each Licensed Fund and Licensed ETF

as of:

(i) the Commencement Date of the relevant Services Contract;

and

(ii) no later than 15 days after the end of every month thereafter.

(b) calculations of the quarterly charges payable (no later than

15 days after each Quarter Date); and

ETF (no later than 15 days after such launch).

8.5

Upon receipt of the calculations set out at clause 8.4(a)(i) and 8.4(b) above Licensor shall either:

(a) invoice Licensee for the Charges due within 30 days; or

(b) send an invoice for the Charges it believes to be due if

Licensor reasonably believes the calculations to be incomplete and/or inaccurate.

8.6

Licensed Products. In respect of a Product License which sets out Charges based on the Notional Value of Licensed Products, Licensee shall, no later than 15 days after each Quarter Date, provide Licensor in the format set out in Schedule 1 to these Funds and Products Licence Terms, the aggregate Notional Value of all Licensed Products linked to the performance of each Index that are:

(a) in existence as at a Quarter Date; or

(b) have expired, closed or matured during such Quarter.

8.7

If any basket issue is linked to the performance of one or more of the Indices and one or more third party index (or other product), the Notional Value to be provided by Licensee pursuant to clause 8.6 shall be the proportionate amount of the Notional Value linked to the performance of such Index or Indices.

8.8

Where Charges are payable quarterly in arrears and a Minimum Fee is applicable:

(a) If the total Charges payable in respect of the Commencement

Quarter:

(i)

are more than the Pro-rated Minimum Fee, Licensee shall pay the Charges in respect of such Commencement Quarter and, to the extent that Licensee has paid the applicable Minimum Fee in full in advance, less an amount equal to the Pro-rated Minimum Fee; or

(ii)

are less than the Pro-rated Minimum Fee, Licensee shall pay the Pro-rated Minimum Fee in respect of the Commencement Quarter, provided that to the extent Licensee had paid the applicable Minimum Fee in full in advance, Licensee shall not be obliged to make any further payment with respect to such Minimum Fee.

(b) Following the Commencement Quarter, if the total Charges

payable in respect of any Quarter are:

(i)

more than the Quarterly Minimum Fee, Licensee shall pay the Charges in respect of such Quarter and, to the extent that Licensee has paid the applicable Minimum Fee in full in advance, less an amount equal to the Quarterly Minimum Fee; or

(ii)

less than the Quarterly Minimum Fee, Licensee shall pay the Quarterly Minimum Fee in respect of such Quarter provided that to the extent Licensee has paid the applicable Minimum Fee in full in advance, Licensee shall not be obligated to make any further payment with respect to such Minimum Fee.

receipt of the details provided to Licensor under clauses 8.1, 8.6 and/or 8.7. If Licensee fails to provide Licensor with such details

in respect of any Quarter, Licensor shall invoice Licensee an amount equal to the applicable Minimum Fee for that Quarter and Licensee

shall pay such Minimum Fee (unless already paid in advance). Licensee shall still be obliged to provide the details required pursuant

to clauses 8.1, 8.6 and/or 8.7 and when provided, Licensor may invoice Licensee for, and Licensee shall pay, any additional Charges due,

together with interest on such amount in accordance with clause 11.2 of Section 1 of the One Contract Framework Terms.

Warranty

9.1

Licensee warrants that it will:

(a) comply with all Securities Laws; and

(b) maintain all applicable regulatory approvals and consents

and, in respect of each Licensed ETF, all necessary regulatory capital.

10.

Term and Termination

10.1

Where a Services Contract:

(a) is for a Single Product Licence with a Fixed Term, the Services

Contract will last for the life of the Licensed Product (and clause 8.2 of Section 1 of the One Contract Framework Terms shall not apply),

subject to earlier termination in accordance with any other provision of the Services Contract;

(b) is for more than one Licensed Fund, Licensed Product or Licensed

ETF, either party may terminate the licence in respect of a single Licensed Fund, Licensed Product or Licensed ETF in accordance with

the terms of the Services Contract, and the Services Contract shall remain in full force and effect in respect of the Licensed Funds,

Licensed Products or Licensed ETFs that have not been terminated; or

ETF by the Launch Deadline, the licence in respect of that Licensed ETF shall terminate automatically unless the parties agree otherwise

in writing.

10.2

Licensor may terminate any Services Contract entered into under these Funds and Products Licence Terms if:

(a)

Licensee breaches the warranty in clause 9; or

(b) Licensee is convicted of any offence relating to any Licensed

Fund, Licensed Product or Licensed ETF (or to the trading or issue of shares or units in them).

11.

Interpretation and Definitions

11.1

For the avoidance of doubt, each Fund Licence, Product Licence and/or ETF Licence under this Services Contract is a “Service” as defined in the One Contract Framework Terms Section 2 – Definitions.

11.2

Without prejudice to the One Contract Framework Terms Section 2 – Definitions, for the purposes of each Services Contract that incorporates this Section 4 – Funds and Products Licence Terms, defined terms have the following meanings:

Alternatively Weighted Index: any

Index (and any variant of that Index) which is classified by the Licensor as an Index whose constituents are not weighted by market capitalisation,

including any Index that is classified as, or forms part of, the Licensor’s ESG Index series or GDP Index series from time to time

or is classified by the Licensor as a fundamental, alternatively-weighted, factor or smart beta Index (or similar), and in each case any

variants of all such Indices;

AUM: assets under management;

Commencement Quarter: the period

from (and excluding) the Commencement Date to (and including) the first Quarter Date;

ETF Licence: defined in clause 1.1(b);

Exchange: means a stock exchange

or other trading venue upon which the Licensed ETFs are to be listed, as specified in the relevant Order Form;

Exchange Traded Fund or ETF: means

an exchange traded fund constituted as an open-ended pooled investment vehicle or vehicles (which may be a stand-alone fund or one of

a number of funds within a single legal entity) operated and managed by or on behalf of a party which:

(a) aims to match the return of, or provide a return based upon

replicating the performance of the index;

(b) is open to and targeted at both institutional and retail

investors;

throughout normal exchange trading hours, in a manner similar to the trading of equity shares; and

(d) is available for redemptions periodically at the request

of the investors or certain classes of them (whether or not subject to conditions).

Exchange Traded Notes or ETNs: means

unsecured debt obligations which seek to match the performance of an Index and which are listed and traded on an exchange;

Fixed Term: means a period of

time between a start date and an end date, each of which are known in advance of the start date;

Fund: (a) an Institutional Fund

or (b) a Retail Fund that in either case is not an Exchange Traded Fund;

Fund Licence: defined in clause 1.1(a);

In-Scope Multiple Product Licence:

a Multiple Product Licence designated as an In-Scope Multiple Product Licence on an Order Form;

In-Scope Single Product Licence: a

Single Product Licence designated as an In-Scope Single Product Licence on an Order Form;

Institutional Fund: means:

(a) a “collective investment scheme” means, any arrangements

with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the

arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income

arising from the acquisition, holding, management of disposal of the property or sums paid out of such profits or income; or

(b) an “occupational pension scheme” means any scheme

or arrangement which is comprised in one or more instruments or agreements, and which has, or is capable of having, effect in relation

to one or more descriptions or categories of employment so as to provide benefits in the form of pensions or otherwise payable on termination

of service, or on death or retirement to or in respect of earners with qualifying service in an employment of any such description or

category,

(d) a Separately Managed Account, or

(e) any other fund that is not a Retail Fund or an Exchange Traded

Fund;

Launch Deadline: in relation to

each Licensed ETF, the date specified as such in the relevant Order Form;

Licensed ETF: means in connection

with a Services Contract, the ETF specified as such in the related Order Forms;

Licensed Fund: means in connection

with a Services Contract, the Funds specified as such in the related Order Forms;

Licensed Product: means in connection

with a Services Contract, the Product specified as such in the related Order Forms;

Managed Synthetic Product: means

any private or public registered (offshore or domestic) fund or separate account that obtains exposure to any equity securities through

investment in various derivative instruments, while seeking additional return from active management of the fixed income portion of the

fund or separate account (i.e. portable alpha-bond implementation swapped into indices); provided, however, “Managed Synthetic Product”

shall not include a U.S. exchange traded fund or U.S. registered closed-end fund (which may employ leverage) constructed through direct

investment in, and consistent with the weighting of, the securities comprising an RAFI Index, and not through investing primarily in any

of swaps, futures, options, forwards or any other instrument designed to replicate the performance of the Index;

Minimum Fee: the amount designated

as a minimum fee in the relevant Order Form;

Multiple Product Licence: a Product

Licence for an unlimited number of Products issued and operated at the Sites, and marketed and promoted in the relevant Territories by

Licensee during the Initial Term or any Renewal Term;

Notional Value: the total issued

and outstanding notional or principal amount of a Licensed Product, including any increase in such notional or principal amount occurring

during any relevant period;

Product: means options, bonds,

warrants, notes, certificates, swaps, forward contracts and contracts for differences or other structured financial products and investments,

which are issued by the Licensee (or if applicable any of its Affiliates) and the performance of which is linked to the performance of

one or more indices for a Fixed Term, but “Product” shall not include: