Foreside Assignment Agreement
Exhibit 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (“Assignment Agreement”), dated as of December 20, 2024, is entered into by and among Foreside Fund Services, LLC (“ACA Foreside”), Grayscale Investments, LLC (“GSI”), Grayscale Operating, LLC (“GSO”) and Grayscale Investments Sponsors, LLC (“New Sponsor”). This Assignment Agreement shall be effective as of 9:05 A.M., Eastern Time, on January 1, 2025 (“Effective Time”)
WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 27, 2024, and effective prior to the Effective Time, by and among GSI, GSO and New Grayscale Investments, LLC, GSO shall succeed to all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Agreements (as defined below), all as provided under the Delaware Limited Liability Company Act (the “Grayscale Merger Agreement”);
WHEREAS, ACA Foreside and GSI are parties to the Marketing Agent Agreements listed on Schedule A to this Assignment Agreement (collectively, the “Agreements”) and, upon the effectiveness of the Grayscale Merger Agreement and immediately prior to the Effective Time, ACA Foreside and GSO will be parties to the Agreements (it being understood that for purposes hereof, the term “Current Sponsor” shall be deemed to refer to, (i) prior to the effectiveness of the Grayscale Merger Agreement, GSI, and (ii) from and after the effectiveness of the Grayscale Merger Agreement, GSO);
WHEREAS, Current Sponsor would like to assign the Agreements to its affiliate, New Sponsor; and
WHEREAS, Current Sponsor desires to assign, transfer and convey all of its rights, duties and obligations under the Agreements to New Sponsor and New Sponsor desires to assume all such rights, duties and obligations;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Current Sponsor hereby assigns, transfers and conveys all of its rights, duties and obligations under the Agreements to New Sponsor.
New Sponsor hereby agrees to assume all of Current Sponsor’s rights, duties and obligations under the Agreements and also agrees to observe, perform and fulfill all the terms and conditions thereof.
Current Sponsor and New Sponsor each hereby represent and warrant to ACA Foreside that the assignment will not result in a change of control.
Each party hereby represents and warrants to the other parties that:
ACA Foreside, GSI and GSO hereby consent to the assignment of the Agreements.
The parties agree that Foreside’s duties and obligations remain unchanged by this Assignment Agreement.
This Assignment Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be duly executed as of the date hereof.
[Signature Page Follows]
FORESIDE FUND SERVICES, LLC
/s/ Tessa Cowan |
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Teresa Cowan, President |
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GRAYSCALE INVESTMENTS, LLC
/s/ Craig Salm |
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Craig Salm, Chief Legal Officer |
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GRAYSCALE OPERATING, LLC
By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC
By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC
/s/ Craig Salm |
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Craig Salm, Chief Legal Officer |
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GRAYSCALE INVESTMENTS SPONSORS, LLC
By: GRAYSCALE OPERATING, LLC, the sole member of Grayscale Investments Sponsors, LLC
By: NEW GRAYSCALE INVESTMENTS, LLC, the sole member of Grayscale Operating, LLC
By: GRAYSCALE INVESTMENTS, LLC, the sole member of New Grayscale Investments, LLC
/s/ Craig Salm |
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Craig Salm, Chief Legal Officer |
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[Signature Page to Foreside Assignment and Assumption Agreement]
SCHEDULE A