Exhibit 10.4
Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
AMENDMENTTOTHECOINBASEPRIME BROKER AGREEMENT
ThisAmendment(this“Amendment”),datedasofSeptember 29,2026,totheCoinbasePrime Broker Agreement, dated October 3, 2025, by and between Coinbase, Inc. (“Coinbase”), on behalf of itselfandasagentforCoinbase,CoinbaseCustodyTrustCompany,LLC(“CoinbaseCustody”),and,as applicable,CoinbaseCredit,Inc. (“Coinbase Credit”, and collectively with CoinbaseandCoinbase Custody,the“CoinbaseEntities”),andthepartyorpartiesidentifiedasa clientthereunder(assuchCoinbasePrimeBrokerAgreementmayhavebeenamendedfromtimetotime,the“Original Agreement”), is entered into by the Coinbase Entities and each Client identifiedonScheduleAhereto. EachCoinbaseEntityandeachClientmaybeindividuallyreferredto as a “Party” and collectively, the “Parties”.
WHEREAS,the Partiesdesire to amendthe Original Agreementas set forthin this Amendment.
NOW THEREFORE, in consideration of the mutual agreement as set forth herein and for other good and valuable consideration,thereceiptandsufficiencyofwhichareherebymutuallyacknowledged, the Parties hereby agree as follows:
1.
Defined Terms. Capitalized terms used in this Amendment and not defined herein shallhavethe meanings assigned to such terms in the Original Agreement.
2.
Amendments.
a.
The Parties desire to amend and restateScheduleAoftheOriginalAgreementtoaddthe following entities:
GrayscaleBittensorTrust(TAO)
b.
Each Client listed on Schedule A attached hereto shall constitute a “Client” under the Original Agreement as modified hereby.
c.
Each ClientlistedonScheduleAattachedheretoshallbedeemedtohaveenteredintothe Original Agreement as modified hereby on a several but not joint basis.
d.
The Original Agreement as modified hereby shall constitute a series of separate agreements, each between a single Client andtheCoinbaseEntities,asifsuchClienthad executed a separate Original Agreement as modified hereby naming only itself as the Client, and no Client shall have any liability for the obligations of any other Client.
3.
Counterparts. This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which togethershall constitute one and the same instrument. Delivery of an executed counterpart of a signature pageofthisAmendmentinaportabledocumentformat(pdf)orbyanotherelectronicformatshall be as effective as delivery of a manually executed original counterpart of this Amendment.
4.
Effectiveness.ThisAmendmentshallbedeemed effective as of the first date set forth above in the introductory paragraph.
5.
Ratification. Upon this Amendment becoming effectivepursuanttoSection4above,theOriginal Agreement shall be, and be deemed to be, modified and amended in accordance with this Amendment. Except as specifically amended hereby, all of the terms and conditions of the Original Agreement are in all respects ratified and confirmed, and all the terms, provisions and conditions
Exhibit 10.4
Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
thereof shall be and remain in full force and effect.The Original Agreement as amended by this Amendment sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter.
Exhibit 10.4
Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
2
Exhibit 10.4
Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
COINBASE,INC. for itself and as agent for the Coinbase Entities
| By: |
| Name: |
| Title: |
| Date: |
GrayscaleInvestments Sponsors, LLC, on behalf ofeach Client listed in Schedule A
Name:Diana Zhang
Title:Chief Operating Officer
Date:September 30, 2026
Address:[***]
E-Mail: [***]
SPONSOR:GrayscaleInvestmentsSponsors,LLC By: /s/ Diana Zhang
Name: Diana Zhang
Title: Chief Operating Officer
Date: September 30, 2026
Address: [***]
E-Mail: [***]
Exhibit 10.4
Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.
Schedule A
[***]
A-1