Browse EX-10 agreements

Exhibit 10.2

 

FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR Morgan STanley CRYPTO EXCHANGE-TRADED PRODUCTS

 

This Authorized Participant Agreement (the “Agreement” or the “Authorized Participant Agreement”), dated as of [ ], 2026, is entered into by and between, Morgan Stanley Investment Management Inc., a Delaware corporation and the sponsor (the “Delegated Sponsor”) of each of the trusts named on Annex I hereto (each a “Trust” and together the “Trusts”), for itself, and as sponsor of the Trusts, and [●], a [●] (the “Authorized Participant” or “AP”), and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”).

 

SUMMARY

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Exhibit 10.10

 

SUBSCRIPTION AGREEMENT

 

THIS SUBSCRIPTION AGREEMENT is entered into as of the 15th day of June, 2026, between Morgan Stanley Ethereum Trust, a Delaware statutory trust organized and existing under the laws of Delaware (the “Trust”), and Morgan Stanley Investment Management Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).

 

THE PARTIES HEREBY AGREE AS FOLLOWS:

 

I. PURCHASE AND SALE OF THE SHARES

 

(1) SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions of this Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Trust, 5 shares of beneficial interest, representing fractional undivided beneficial interests in the net assets of the Trust (the “Shares”), at a price per Share of $20.00 for an aggregate purchase price of $100.00 (the “Purchase Price”) (such Shares, the “Seed Creation Baskets”).

 

II. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

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Exhibit 10.9

 

BNY AND CUSTOMER CONFIDENTIAL

 

 

FORM OF CUSTODY AGREEMENT

 

By and Between

 

THE BANK OF NEW YORK MELLON

 

And

 

THE MORGAN STANLEY TRUSTS AS LISTED ON APPENDIX A

 

 

 

 

TABLE OF CONTENTS

 

Page

 

1.

DEFINITIONS

1

 

2.

APPOINTMENT OF CUSTODIAN; ACCOUNTS

3

 

 

2.1.

Appointment of Custodian

3

 

2.2.

Establishment of Accounts

4

 

3.

AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

4

 

 

3.1.

Authorized Persons

4

 

3.2.

Instructions

4

 

3.3.

BNY Actions Without Instructions

6

 

3.4.

Funds Transfers

6

 

3.5.

Electronic Access

6

 

4.

AGENTS

6

 

 

4.1.

Use of Agents

6

 

5.

TAX MATTERS

7

 

 

5.1.

Responsibility for Taxes

7

 

5.2.

Payments

7

 

6.

CREDITS AND ADVANCES

7

 

 

6.1.

Advances

7

 

6.2.

Repayment

7

 

6.3.

Securing Repayment

8

 

6.4.

Setoff

8

 

7.

STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA

8

 

 

7.1.

Statements

8

 

7.2.

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Exhibit 10.7

 

CoinDesk Indices, Inc.

169 Madison Ave, Suite 2635

New York, NY 10016

 

Form of CoinDesk Indices Master License Agreement

 

This Master License Agreement (this “Master Agreement”) is made as of [●], 2026 (the “Effective Date”) by and between CoinDesk Indices, Inc., a Delaware corporation (“CDI”), having its principal place of business at 169 Madison Ave, Suite 2635, New York, NY 10016 and Morgan Stanley Investment Management Inc., a corporation organized under the laws of the State of Delaware (“Client”) having its primary place of business at 1585 Broadway, New York, NY 10036, to enable Client and Client’s affiliates, including certain trusts sponsored by the Client (the “Trusts”), to make use of, as required, certain of CDI products and services as further discussed and defined below. Each of the parties hereto may be referred to herein collectively as the “Parties” or each, a “Party.”

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Exhibit 10.11

 

BNY AND CUSTOMER CONFIDENTIAL

 

     EXCHANGE TRADED PRODUCTS

EXECUTION VERSION

 

 

DIGITAL ASSETS

 

CUSTODY AGREEMENT

 

 

 

 

By and Between

THE BANK OF NEW YORK MELLON

And

MORGAN STANLEY ETHEREUM TRUST

 

 

 

 

BNY AND CUSTOMER CONFIDENTIAL

 

     EXECUTION VERSION

 

TABLE OF CONTENTS

1.

DEFINITIONS

1

 

 

 

2.

CUSTODIAL SERVICES

5

 

2.1

Appointment of Custodian

5

 

2.2

Accounts and Wallets

5

 

2.3

Supported Digital Assets

6

 

2.4

Customer Use of Accounts and Wallets.

6

 

2.5

The New York Uniform Commercial Code

6

 

 

 

 

3.

RECEIPT AND TRANSFER OF SUPPORTED DIGITAL ASSETS

7

 

3.1

Receipt, Transfer and Settlement

7

 

3.2

Authorized Counterparties

8

 

 

 

 

4.

AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

8

 

4.1

Authorized Persons

8

 

4.2

Instructions

9

 

4.3

BNY Actions Without Instructions

10

 

4.4

Funds Transfers

10

 

4.5

Electronic Access

11

 

4.6

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Exhibit 10.3

 

FORM OF COINBASE PRIME BROKER AGREEMENT

 

General Terms and Conditions

 

1.

Introduction

 

1.1

This agreement dated as of [ ], 2026 (the “Effective Date”) (including, the Coinbase Custody Services Agreement attached hereto as Exhibit A (the “Custody Agreement”), the Coinbase Master Trading Agreement attached hereto as Exhibit B (the “MTA”), and all other exhibits, addenda, and supplements attached hereto or referenced herein, (collectively, the “Coinbase PBA”)), is entered into by and between each entity listed in Schedule A, (each a “Client” and referred to together herein as the “Client”, except as otherwise expressly indicated), and Coinbase, Inc. (“Coinbase”), for and on behalf of itself and on behalf of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), and, if applicable, Coinbase Credit, Inc. (“Coinbase Credit,”) or Coinbase Custody International Ltd. (“CCI”) and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”). This Coinbase PBA shall constitute separate agreements, each between a single Client and

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Exhibit 10.1

 

DELEGATED SPONSOR AGREEMENT

 

THIS DELEGATED SPONSOR AGREEMENT (the “Agreement”), dated as of June 17, 2026, is made by and between Morgan Stanley Investment Management Inc., a Delaware corporation (the “Delegated Sponsor”), AGS Trustees Limited, a company incorporated in the Cayman Islands (the “Cayman Trustee”), and Morgan Stanley Ethereum Trust, a statutory trust organized under the laws of Delaware (the “Trust”). Capitalized terms used herein and not defined shall have the meaning set forth in the Trust Agreement.

 

1.            The Trust. The Trust is not an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and it is not required to register thereunder. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and the Delegated Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor.

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Exhibit 10.12

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS MARKED WITH [***] BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

EXHIBIT C

 

to the Coinbase Prime Broker Agreement

 

COINBASE TRADE FINANCE AGREEMENT

 

1.

Introduction

 

This Coinbase Trade Finance Agreement (“TFA”) dated as of [ ] pursuant to the Coinbase Prime Broker Agreement dated as of March 16, 2026 (including the Custody Agreement, and the Coinbase Master Trading Agreement), as amended from time to time, is entered into by and among the Client (i.e., each entity named in Schedule A to the Coinbase Prime Broker Agreement, each as “Borrower”), Coinbase Credit (“Lender”), Coinbase, Inc. (“Agent” or “Coinbase”), and Coinbase Custody as agent with respect to the Borrower’s balance of Digital Assets held in its Custodial Account (including any Vault Balance) or Vault Account (in each case for purposes of this TFA, the “Custodial Account”) pursuant to Borrower’s Custody Agreement, as applicable,

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Exhibit 10.5

 

EXECUTION VERSION

 

 

 

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

 

THIS AGREEMENT is made as of [ ], 2026 by and between the Morgan Stanley Trusts listed on Appendix A, which may be amended from time to time (each, a “Trust” and referred to together herein as the “Trust,” except as otherwise expressly indicated), each a Delaware statutory trust having its principal office and place of business at 1585 Broadway, New York, NY 10036 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY”).

 

This Agreement shall constitute separate agreements, each between a single Trust and BNY, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

 

W I T N E S S E T H:

 

WHEREAS, the Trust will issue shares pursuant to the 1933 Act;

 

WHEREAS, the Trust desires to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

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Exhibit 10.6

 

 

 

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT

 

THIS AGREEMENT is made as of the [●] day of [●], 20[●], (the “Effective Date”) by and between the Morgan Stanley Trusts as listed on Appendix A (collectively, as Appendix A may be amended from time to time, the “Trust”), each a Delaware statutory trust, having its principal office and place of business at 1585 Broadway, New York, NY 10036 and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

 

This Agreement shall constitute separate agreements, each between a single Trust and the Bank, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

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[     ], 2026

 

OceanLight Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

 

Polaris Advisory Partners LLC

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business co

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [  ], 2026 (the “Agreement”), by and among OCEANLIGHT ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), OCEANLIGHT CAPITAL SPONSOR LTD.(the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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