PRE 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

GRAYSCALE ETHEREUM MINI TRUST ETF

SPONSORED BY GRAYSCALE INVESTMENTS SPONSORS, LLC

(Name of Registrant as Specified In Its Charter)


	N/A
((Name of Person(s) Filing Proxy Statement, if other than the Registrant))

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Grayscale Investments Sponsors, LLC
290 Harbor Drive, 4th Floor

Stamford, Connecticut 06902

, 2025

Dear Shareholder:

On behalf of Grayscale Investments Sponsors, LLC, the sponsor (the “Sponsor”) of Grayscale Ethereum Mini Trust ETF (the “Trust” or the “ETH, Trust”), I would like to thank you for being an ETH Trust investor.

I would like to call your attention to the three proposals we are putting forth in the attached Consent Solicitation Statement. We are extremely proud of the past success of ETH Trust, and we look forward to improving the product for all current and future investors.

The following is a summary of the three proposals contained in the attached Consent Solicitation Statement:

•

Providing the Trust with the ability to stake the Ether held by the Trust and receive consideration in relation thereto, which will benefit ETH Trust’s shareholders – This proposal will allow the Sponsor to cause the Trust, if certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are met (for example, if the Sponsor receives an opinion of counsel to the effect that taking such actions should not cause the Trust to be treated as other than a grantor trust for such purposes and certain related conditions are met) and subject to compliance with certain related requirements, to stake a portion of the Ether held by the Trust through the Ethereum Network’s proof-of-stake validation protocol pursuant to arm’s length contractual arrangements with the Custodian and, either directly or indirectly through an engagement by the Custodian, one or more Staking Providers and to accept any staking consideration in connection therewith and hold any consideration other than Ether received by the Trust for a limited time. This proposal further clarifies that, to the extent that certain conditions set forth in the amendments are satisfied, the Sponsor, on behalf of the Trust, may enter into certain financing arrangements or implement other mechanisms to manage liquidity in order to fulfill redemption requests if the Trust’s unstaked Ether is insufficient to do so. Although there are certain risks associated with this proposal (as further described in the Consent Solicitation Statement), the Sponsor expects the proposal would position the Trust to maintain parity with any similarly situated investment products that provide for the staking of Ether.

•

Providing that, in addition to the Sponsor’s Fee, the Sponsor may be entitled to receive a Sponsor’s Staking Fee, payable in Ether (or, if applicable, in the form of other staking consideration) in an amount calculated as a per annum percentage of any staking consideration earned, which shall be payable to the Sponsor daily in arrears – Currently, the Trust Agreement does not provide for any Sponsor’s Staking Fee payable to the Sponsor. This proposal would entitle the Sponsor to receive a Sponsor’s Staking Fee as partial consideration for the Sponsor’s facilitation of staking (if, and then, to the extent that certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are met and subject to compliance with certain related requirements), payable in Ether (or, if applicable, in the form of other staking consideration) in an amount calculated as a per annum percentage of any staking consideration earned, which shall be payable to the Sponsor daily in arrears. The percentage of staking consideration received by the Trust that may be collected by the Sponsor as the Sponsor’s Staking Fee will be determined by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time, except that the staking consideration collected by the Sponsor will not exceed the total amount of staking rewards earned as a result of the Trust's staking activities.

•

Providing the Sponsor with the ability to make (i) certain restatements, amendments or supplements to the Trust Agreement that would materially adversely affect the interests of the shareholders as determined by the Sponsor in its sole discretion with a 20-day notice to shareholders and (ii) certain other restatements, amendments or supplements to the Trust Agreement only if certain conditions set forth in the amendments relating to the qualification of

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the Trust as a grantor trust for U.S. federal income tax purposes are satisfied – Currently, the Trust Agreement provides that any amendment to the Trust Agreement which materially adversely affects the interests of the shareholders shall occur only upon the vote of shareholders holding Shares equal to at least a majority (over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates) with shareholders having been deemed to have consented to the amendment if no objections were made after twenty (20) calendar days of receipt of notice. This proposal will allow the Sponsor to make restatements, amendments or supplements to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement to the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement. In addition, the Trust Agreement prevents the Sponsor from making any restatement, amendment or supplement to the Trust Agreement that adversely affects the status of the Trust as a grantor trust for U.S. federal income tax purposes. This proposal will allow the Sponsor to make certain restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and/or certain other conditions are satisfied. The Sponsor believes that having the ability to make restatements, amendments or supplements to the Trust Agreement with notice to, instead of consent of, shareholders would reduce expenses incurred in connection with the consent solicitation process and improve operational efficiency and administrative convenience, which will benefit the Trust's shareholders. For example, the staking activity described in the first proposal above would be subject to the new amendment process. The Sponsor expects the proposal would position the Trust to maintain parity with similarly situated investment products.

Although there are certain risks associated with the proposals, we believe that each of these proposals will provide benefits that are advantageous to the Trust and/or that are consistent with terms applicable to certain other investment vehicles that bear similarities to the Trust.

We hope you share our view that these amendments both modernize and simplify ETHE Shares. The board of directors (the “Board of Directors”) of GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC recommends that you vote “FOR” the three proposals.

Your vote is important. If you have any questions regarding the attached materials or need assistance in voting, please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.

Thank you in advance for your timely consideration of this matter.

Sincerely,

Edward McGee
Chief Financial Officer
Grayscale Investments Sponsors, LLC

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

GRAYSCALE ETHEREUM MINI TRUST ETF

c/o Grayscale Investments Sponsors, LLC
290 Harbor Drive, 4th Floor

Stamford, Connecticut 06902
(212) 668-1427

, 2025

CONSENT SOLICITATION STATEMENT

This consent solicitation statement, dated as of , 2025 (the “Consent Solicitation Statement”), is being provided to you on behalf of the sponsor of Grayscale Ethereum Mini Trust ETF (the “Trust”), for the purpose of obtaining your consent (the “Consent Solicitation”) to the three proposals described elsewhere in this Consent Solicitation Statement to amend and restate the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) of the Trust, dated as of July 17, 2024, as amended by Amendment No. 1 to the Trust Agreement dated as of July 18, 2024 and further amended by Amendment No. 2 to the Trust Agreement dated November 4, 2024, between Grayscale Investments Sponsors, LLC, as sponsor (the “Sponsor”), and CSC Delaware Trust Company, as trustee (the “Trustee”), in the manner set forth in the draft Second Amended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Second Amendment”). The Sponsor and the Trustee further intend to amend the Trust Agreement to include a number of amendments that clarify and supplement provisions of the Trust Agreement. All capitalized terms used and not defined herein have the meanings ascribed to them in the Second Amendment.

This Consent Solicitation Statement and attached written consent form (the “Written Consent”) are being distributed to eligible holders of beneficial interests in the Trust (the “Shareholders”) starting , 2025. On September 2, 2025, which is the record date for the determination of the Shareholders entitled to act with respect to this Consent Solicitation Statement (the “Record Date”), there were Shares of the Trust outstanding (CUSIP No. 3896R203) (the “Shares”).

Shareholders who wish to consent to the three proposals must return a properly completed Written Consent form or such other authorized method on or before 4:00 p.m. New York City time, on , 2025 (the “Expiration Date”), which is the 20th calendar day following the date of this Consent Solicitation Statement, subject to early termination of this Consent Solicitation, including if the consent of the Shareholders holding over 50% of the Trust’s outstanding Shares has been received for the three proposals, or the extension of the Expiration Date at the discretion of the Sponsor (together, the “Voting Period”). Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s), otherwise you will be deemed to have voted “FOR” each of the three proposals to amend the Trust Agreement.

Please read this Consent Solicitation Statement before voting. If you have questions about this Consent Solicitation Statement, or if you would like additional information, please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.

The Sponsor and the Board of Directors recommend that Shareholders vote “FOR” each of the three proposals to amend the Trust Agreement.

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Questions and Answers About the Consent Solicitation

Q: What is the purpose of the Consent Solicitation?

A: This Consent Solicitation Statement is furnished to obtain the consent of the Shareholders to amend the Trust Agreement with respect to the following proposals:

•

Proposal 1 will allow the Sponsor to cause the Trust, if certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are met (for example, if the Sponsor receives an opinion of counsel to the effect that taking such actions should not cause the Trust to be treated as other than a grantor trust for such purposes and certain related conditions are met) and subject to compliance with certain related requirements, to stake a portion of the Ether held by the Trust through the Ethereum Network’s proof-of-stake validation protocol pursuant to arm’s length contractual arrangements with the Custodian and, either directly or indirectly through an engagement by the Custodian, one or more Staking Providers and to accept any staking consideration in connection therewith and hold any consideration other than Ether received by the Trust for a limited time. Although there are certain risks associated with this proposal (see “Potential Disadvantages of the Three Proposals—Proposal 1—Staking and Staking Consideration”), the Sponsor expects Proposal 1 would position the Trust to maintain parity with any similarly situated investment products that provide for the staking of Ether.

•

Proposal 2 will provide that, in addition to the Sponsor’s Fee, the Sponsor may be entitled to receive a Sponsor’s Staking Fee as a percentage of any staking consideration received by the Trust, as may be directed by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time. Currently, the Trust Agreement does not provide for any Sponsor's Staking Fee payable to the Sponsor. The percentage of staking consideration received by the Trust that may be collected by the Sponsor as the Sponsor’s Staking Fee will be determined by the Sponsor in its sole discretion, except that the staking consideration collected by the Sponsor will not exceed the total amount of staking rewards earned as a result of the Trust's staking activities.

•

Proposal 3 will allow the Sponsor to make restatements, amendments or supplements to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement to the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement. In addition, this proposal will allow the Sponsor to make certain restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and/or certain other conditions are satisfied.

We believe that each of these proposals will provide benefits that are advantageous to the Trust and/or that are consistent with terms applicable to certain other investment vehicles that bear similarities to the Trust.

If any or all of the proposals are adopted, the Sponsor and Trustee will, subject to the substantiation of certain conditions, amend the Trust Agreement to incorporate any or all of the amendments underlying the proposal(s) adopted. The proposals and the ancillary changes to the provisions in the Trust Agreement are contained in Appendix A.

The Sponsor and the Trustee will also amend the Trust Agreement to include additional amendments that clarify and supplement provisions of the Trust Agreement (the “Additional Amendments”). The Additional Amendments do not require the consent of Shareholders pursuant to the provisions of the Trust Agreement. A copy of the amendments to be made to the Trust Agreement if all of the proposals are adopted and if the Additional Amendments are implemented is attached hereto as Appendix B. This Consent Solicitation Statement is deemed to include the requisite notice to Shareholders of the Additional Amendments. A discussion of the principal

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amendments to the Trust Agreement that will be implemented as part of the Additional Amendments can be found beginning on page 18 of this Consent Solicitation Statement.

Q: Who is making this solicitation?

A: The Sponsor is soliciting your vote on three proposals.

Q: How does the Sponsor recommend I vote on the three proposals?

A: The Sponsor recommends that you vote “FOR” all of the proposals. A vote “FOR” a proposal OR a failure to vote “AGAINST” a proposal means that you consent to the proposal.

Q: Does the Sponsor have an interest in the three proposals?

A: Yes, Proposal 2 will provide that the Sponsor may receive an additional fee in addition to the Sponsor’s Fee, as partial consideration for facilitating staking (if and to the extent permitted under the Trust Agreement). Adoption of Proposal 1 in conjunction with Proposal 2 would enable the Trust to engage in Staking and for the Sponsor to receive the Sponsor’s Staking Fee discussed in Proposal 2 in connection therewith.

The Sponsor does not have an interest in Proposal 3, other than the efficient operation of and benefits to the Trust.

Q: Who is entitled to vote on the three proposals?

A: Shareholders as of the close of business on September 2, 2025, or the Record Date, may vote on the proposals. On the Record Date, Shares were issued and outstanding. Each Share is entitled to one vote on each proposal.

Q: How many votes does each proposal require?

A: Each proposal requires the consent of over 50% of the Shares outstanding as of the Record Date. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals.

Q: Will there be a Shareholders’ meeting with regard to the three proposals?

A: There will be no meeting of Shareholders with regard to the three proposals.

Q: When is the deadline to vote?

A: Broadridge Financial Solutions, Inc. must receive your vote no later than 4:00 p.m., New York City time, on , 2025, subject to early termination of this Consent Solicitation, including if the consent of Shareholders holding over 50% of the Trust’s outstanding Shares, as of the Record Date, has been received, or the extension of the Expiration Date at the discretion of the Sponsor. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s), otherwise you will be deemed to have voted “FOR” each of the three proposals to amend the Trust Agreement.

Q: How can I vote my Shares?

A: You should have received instructions on how to vote from your broker, bank or other nominee. Please follow their instructions carefully.

You may generally vote by one of the following methods:

•

By Mail. If you requested printed copies of the consent materials to be mailed to you, you may vote by signing, dating and returning your Written Consent in the enclosed pre-addressed envelope; or

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•

By Methods Listed on the Written Consent. Please refer to your Written Consent or other information provided by your bank, broker, nominee or other shareholder of record to determine whether you may vote by telephone or electronically on the internet, and follow the instructions on the Written Consent or other information provided to the shareholders of record.

Individual certificates have been issued for the Shares. Also, global certificates have been deposited by the Trustee with the Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee for DTC. Such certificates evidence all of the Shares outstanding at any time.

If you hold your Shares through a broker, bank or other nominee, you are considered the owner of beneficial interests in the Shares (a “beneficial owner”), and your broker is the holder of record. You have the right to direct your broker as to how to vote your Shares. If you request a printed copy of the consent materials by mail, your broker will provide a Written Consent for you to use.

Q: What are broker non-votes?

A: Broker non-votes are shares held by brokers, banks and other nominees that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your Shares in its name and you do not instruct your broker how to vote, your Shares will not be voted on the proposals. Under the terms of the Trust Agreement, a broker non-vote, or an abstention, will have the same effect as a vote “FOR” a proposal.

Q: How can I access the Consent Solicitation Statement electronically?

A: You can view this Consent Solicitation Statement on the internet at www.proxyvote.com.

Q: Can I change my vote?

A: Your latest vote on a proposal is the one that counts. Therefore, you can revoke a prior vote simply by voting again, at any time during the Voting Period, over the internet, with your Written Consent, or by toll-free telephone call.

Q: Whom should I contact if I have more questions?

A: Please contact the Sponsor at Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or at (212) 668-1427 or via email at info@grayscale.com.

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Overview of the Proposals

This Consent Solicitation Statement is furnished to obtain the consent of the Shareholders to amend the Trust Agreement with respect to the following three proposals:

•

Proposal 2 will provide that, in addition to the Sponsor’s Fee, the Sponsor may be entitled to receive a Sponsor’s Staking Fee under the Trust Agreement. Currently, the Trust Agreement does not provide for any Sponsor’s Staking Fee payable to the Sponsor. There is no limit on the percentage of staking consideration received by the Trust that may be collected by the Sponsor as the Sponsor’s Staking Fee in its sole discretion and disclosed in the Trust's filings with the SEC from time to time.

•

If any or all of the proposals are adopted, the Sponsor and Trustee may execute the Second Amendment to the Trust Agreement, incorporating the changes with respect to such proposal(s) adopted. The proposals and the ancillary changes to the provisions in the Trust Agreement are contained in Appendix A.

Background

The Trust is an investment trust, formed on December 13, 2017 under the Delaware Statutory Trust Act pursuant to the Trust Agreement. Grayscale Investments Sponsors, LLC is the Sponsor. CSC Delaware Trust Company (formerly known as Delaware Trust Company) is the Trustee. Foreside Fund Services, LLC is the Marketing Agent. Coinbase Custody Trust Company, LLC is the Custodian. The Trust’s purpose is to hold Ether, which are digital assets that are created and transmitted through the operations of the peer-to-peer Ethereum Network, a decentralized network of computers that operates on cryptographic protocols. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of Shares is called a “Basket”) to certain authorized participants (“Authorized Participants”) from time to time. Baskets are offered in exchange for Ether (or cash to acquire Ether). Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. The Trust’s investment objective is for the value of the Shares (based on Ether per Share) to reflect

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the value of Ether held by the Trust less the Trust’s expenses and other liabilities. The Trust is not actively managed and does not take any actions to take advantage, or mitigate the impacts, of volatility in the price of Ether.

Proposal 1

Staking and Staking Consideration

Under the Trust Agreement, the Trust is currently not allowed to use, or permit to be used, any portion of the Trust Estate in a proof-of stake validation protocol. Proposal 1 will permit the Sponsor to cause the Trust, if the Staking Condition as set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes is met (for example, if the Sponsor receives an opinion of counsel to the effect that taking such actions should not cause the Trust to be treated as other than a grantor trust for such purposes and certain related conditions are met) and subject to compliance with certain related requirements, to stake a portion of the Ether held by the Trust through the Ethereum Network’s proof-of-stake validation protocol pursuant to arm’s length contractual arrangements with the Custodian and, either directly or indirectly through an engagement by the Custodian, one or more Staking Providers and to accept any staking consideration in connection therewith and hold any consideration other than Ether received by the Trust for a limited time.

The Sponsor believes that having the ability to cause the Trust to stake the Ether held by the Trust in exchange for consideration would allow the Trust to mitigate the effect of any inflationary pressures resulting from the emission of newly-created Ether by Ethereum’s proof-of-stake protocol and thereby preserve the value of the Trust Estate, and also would position the Trust to maintain parity with any similarly situated investment products that provide for the staking of Ether. In order for the Trust to be able to stake its Ether, the Trust Agreement must be amended to allow the Trust to stake its Ether and receive consideration in exchange for such staking, and the Staking Condition as set forth in the proposed amendments must be met, in addition to the Trust satisfying any additional requirements that may arise in connection with the satisfaction of the Staking Condition. In this regard, the Sponsor anticipates that a written opinion from a Tax Advisor, a Tax Ruling or Tax Guidance that satisfies the Staking Condition may impose certain additional related requirements for compliance, which cannot be fully known by the Sponsor at this time, and would be described in all material respects in the Trust’s subsequent filings with the SEC in connection with, and prior to, the commencement of any staking program. Even if shareholders consent to Proposal 1, there can be no assurance as to whether or when these conditions and requirements will be satisfied, and the Trust may or may not be able to stake the Ether held by the Trust at a given point in time for a variety of reasons.

If the Staking Condition is satisfied, the Sponsor anticipates that the Trust will enter into written arrangements (the “Staking Arrangements”) with the Custodian and, either directly or indirectly through an engagement by the Custodian, one or more third party staking providers (each, a “Staking Provider”), which may be affiliates of the Custodian or other trusted institutional validators, make the Trust’s Ether available to be staked by the Custodian to a Staking Provider’s validator software and associated hardware (“Provider-Facilitated Staking”). The Sponsor anticipates that the Trust’s Ether will be staked exclusively by means of Provider-Facilitated Staking.

The Staking Provider will be the node operator and will be obligated to operate the validators through which the Trust’s Ether is staked to ensure that validation occurs. The Staking Provider would stake the Trust’s Ether directly from the Trust’s wallets administered by the Custodian and perform any related validation activities, and the Trust will retain control of its staked Ether, in that the Trust (rather than the validator) will retain the ability through the Custodian to un-stake its Ether from the applicable smart contract and will determine the address to which staked Ether may be withdrawn, which shall be a Trust wallet administered by the Custodian. The Trust’s Ether will therefore not be commingled with the Ether of any other Ether holder in connection with Staking, neither with respect to the particular address to which staked Ether is withdrawn to, nor the validator that utilizes it (because the validator does not control either the timing of staked Ether withdrawals nor the destination wallet to which staked Ether is withdrawn), including the Staking Provider or others who stake to the Staking Provider and would not be controllable by any entity other than the Trust (through the Custodian) even when staked. The Trust will not itself undertake any validation activities, and the Sponsor will not be required to perform any services. Moreover, the Sponsor will not be required to make any decisions or take any actions, other than (i) selecting the Staking Providers and entering into the corresponding Staking Arrangements, and (ii) determining, from time to time, what portion of the Trust’s Ether tokens to stake and un-stake and informing the Staking Providers of those determinations.

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The Sponsor anticipates that it will engage in staking with respect to all of the Trust’s Ether at all times, except (i) as necessary to pay the Sponsor’s Fee, (ii) as necessary to pay any additional Trust expenses, (iii) as necessary to satisfy existing and reasonably foreseen potential redemption requests as determined by the Sponsor, (iv) as necessary to reduce the Ether obtained by the Trust as staking rewards to cash for distribution at regular intervals, (v) if the Sponsor determines that staking raises significant governmental, policy or regulatory concerns or is subject or likely subject to a specialized regulatory regime, (vi) if the Sponsor determines there exists vulnerabilities in the source code or cryptography underlying the Ethereum Network, (vii) if the Custodian or Staking Provider discontinues their arrangements with the Trust, (viii) if the Sponsor otherwise determines that continued staking of such portion of the Trust’s assets would be inconsistent with the Trust’s purpose of protecting and preserving the value of the Trust Estate, or (ix) in accordance with any other exception that is otherwise expressly contemplated in a written opinion from a Tax Advisor, a Tax Ruling or Tax Guidance that satisfies the Staking Condition. All Ether received by the Trust in connection with the creation of new Shares, or as staking rewards, will generally be staked immediately upon receipt by the Trust, subject to the exceptions described in clauses (i)-(ix) above. Moreover, any staked Ether which must be un-staked in order to fulfill a distribution in connection with a redemption (to the extent such distribution cannot be fulfilled utilizing the portion of the Trust’s Ether that has not been staked, or through another mechanism to manage liquidity in connection with Redemption Orders contemplated by an opinion of a Tax Advisor, a Tax Ruling or Tax Guidance that satisfies the Staking Condition) will be un-staked only after the redemption request is approved by the Trust, the Sponsor executes an un-stake or withdrawal transaction through the Custodian, and such transaction is processed by the Ethereum Network. The Staking Provider will not be able to change the address on the Ethereum Network to which staked Ether is to be withdrawn or to which Ether rewards shall be sent.

In light of the foregoing, the Sponsor intends to implement certain liquidity procedures, which it believes will ensure that it will satisfy existing and reasonably foreseen redemption requests. The Sponsor intends to maintain a portion of un-staked Ether in the Trust (the “Liquidity Sleeve”). Because the Ether in the Liquidity Sleeve is freely transferrable, there is no timing mismatch between settlement of Shares in primary market redemptions and the Ether transfer time. The percentage of the Trust’s Ether comprising the Liquidity Sleeve will be dynamic and subject to adjustment based on anticipated primary and secondary market activity of the Shares and the timeline on which the Ethereum protocol is expected to permit un-staking of staked Ether. In addition, if the Staking Condition has been satisfied with respect to such activities, the Sponsor, on behalf of the Trust, expects to enter into short-term financing arrangements with the Custodian and/or any Liquidity Providers to provide Ether in an amount sufficient to satisfy existing redemption requests, provided that any costs associated with such financing arrangements shall be borne by an Authorized Participant.

Under the Staking Arrangements, any staking rewards and/or transaction fees earned typically will be paid automatically on a periodic basis by the Ethereum Network to one or more designated withdrawal wallet addresses in the Trust’s custodial account, as specified by the Sponsor on behalf of the Trust. Periodically, the Trust will either (i) distribute Ether received as staking consideration to the Trust’s beneficiaries (likely using a liquidating agent), (ii) sell that Ether for cash and distribute the proceeds to the Trust’s beneficiaries, (iii) retain the Ether in the Trust or (iv) a combination of the foregoing. Subject to any slashing risk, the Trust (through the Custodian) will maintain control and remain the record and beneficial owner of the staked tokens at all times, and the tokens will remain associated with the Trust’s wallet.

The Staking Arrangements are expected to generally be on market terms, consistent with those typically offered by leading digital asset firms that offer staking functionality. However, the Trust will negotiate certain provisions as necessary or helpful to preserve the Trust’s status as a grantor trust and the security of the Trust’s Ether, as well as to address governmental, policy or regulatory concerns. For example, unlike certain digital asset firms that offer staking functionality through which one’s Ether is pooled with that of others (including, potentially, the Staking Provider in its general staking offerings), the Staking Arrangements would not permit the Trust’s Ether to be pooled with that of other Ether holders, including the Staking Provider or others that stake to the Staking Provider, as described above. In addition, the portion of staking rewards retained by the Staking Provider is expected to be an agreed percentage of block rewards and transaction fees generated by the validating activities, unlike certain alternative staking arrangements under which a staking provider may be compensated as an agreed percentage of Ether staked.

The Trust will have no right to direct the Staking Provider in the conduct of validation activities, except to stake, un-stake and withdraw its staked Ether pursuant to instructions delivered to the Custodian, and will not bear

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any expenses incurred by the Staking Provider in conducting those activities. In particular, the amount of any staking consideration that the Trust receives will not be determined with reference to any expenses incurred by the Custodian or the Staking Provider. The Staking Arrangements will not include any obligation of the Trust to continue staking its Ether, or for the Custodian or the Staking Provider to continue the Staking Arrangements, other than to the extent the Trust’s Ether cannot immediately be un-staked due to requirements of the Ethereum protocol. There may also be instances where the Staking Provider may pause or terminate its validation activities due to its own independent assessment of the vulnerabilities of the Ethereum Network which would result in the Trust’s Ether not being staked for a period of time. The Sponsor anticipates that the Ethereum protocol and the Staking Arrangements will permit withdrawal of staked Ether at regular intervals. The Sponsor believes that market practice for Provider-Facilitated Staking arrangements has largely become standardized, with little variation in terms, and therefore, the Sponsor anticipates that the Staking Arrangements will generally align with the current practice of Staking Providers’ arrangements with other similarly situated third parties, subject to the negotiation of certain bespoke terms outlined above. Accordingly, and because transitioning to a new Staking Provider would involve friction costs, the Sponsor does not expect the Trust to change Staking Providers frequently, if at all. In addition, while the Trust may enter into Staking Arrangements with multiple Staking Providers, the Sponsor anticipates that any such arrangements would be substantively identical in all material respects to the Staking Arrangements described herein, including, for the avoidance of doubt, the bespoke terms of the Staking Arrangements outlined above.

The Staking Arrangements will not involve a disposition of the Trust’s Ether unless the Staking Provider commits a slash-worthy offense. Slashing would only occur if the Staking Provider fails to act timely and accurately in validating new transactions or takes other proscribed actions, and the occurrence of such events is exceedingly rare. In light of the mechanical and standardized nature of validation activities, the Sponsor does not anticipate that the Staking Provider, which is expected to be an institution of recognized and trusted standing in the digital asset marketplace, with whom the Sponsor has had extensive prior interaction, will commit any slash-worthy offenses in the conduct of the Provider-Facilitated Staking activities. The Sponsor will have the right to direct the Custodian to cease staking the Trust’s Ether with the Staking Provider at any time, subject to the extent the Trust’s Ether cannot immediately be un-staked due to technical considerations, and the Sponsor expects that notice of any slashing event will be timely and permit the Sponsor to halt the staking of the Trust’s Ether, thereby mitigating the risk of permanent loss of the Trust’s Ether without replacement.

To the extent necessary to supplement the disclosure herein, the Sponsor intends to describe in all material respects the manner in which it expects to implement the Trust’s staking programs to be permitted under the proposed amendments to the Trust Agreement in subsequent filings with the SEC in connection with the implementation of such staking programs.

The primary amendments to the Trust Agreement are set forth in Section 1.1, Section 1.5(a), Section 1.5(b), Section 1.5(c), Section 1.6, Section 2.2, Section 3.7(c), Section 6.2(l), Section 6.2(m), Section 6.4(b), Section 6.4(c), Section 6.4(f), Section 6.4(m), Section 6.4(n), Section 6.8(a)(iv), Section 6.8(a)(vii), Section 6.8(a)(viii), Section 6.8(b)(i), Section 6.8(b)(iii), Section 7.5(a), Section 7.5(b), Section 8.4 and Section 10.1(a)(i).

THE SPONSOR AND THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF PROPOSAL 1.

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Proposal 2

The Sponsor’s Staking Fee

Proposal 2 will provide that, in addition to the Sponsor’s Fee, and as partial consideration for the Sponsor’s facilitation of staking (if, and then, only to the extent that, the Staking Condition is satisfied), payable in Ether (or, if applicable, in the form of other staking consideration) in an amount calculated as a per annum percentage of any staking consideration received by the Trust, as may be directed by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time. The Sponsor’s Staking Fee shall be payable to the Sponsor daily in arrears.

As provided in Proposal 1, the Sponsor anticipates that, if the Staking Condition is satisfied, the Trust will enter into Staking Arrangements with the Custodian and, either directly or indirectly through an engagement by the Custodian, one or more Staking Providers, which may be affiliates of the Custodian or other trusted institutional validators, to make the Trust’s Ether available to be staked by the Custodian to a Staking Provider’s validator software and associated hardware.

The Sponsor’s Staking Fee will serve as partial consideration for the Sponsor’s facilitation of staking (if, and then, only to the extent that the Staking Condition is satisfied). Under the proposed Staking Arrangements discussed in Proposal 1, any staking rewards and/or transaction fees earned will typically be paid automatically on a periodic basis by the Ethereum Network to one or more designated withdrawal wallet addresses in the Trust’s custodial account, as specified by the Sponsor on behalf of the Trust. Under Proposal 2, the Sponsor will be entitled to direct a portion of the staking rewards and/or transaction fees accruing automatically to the wallet addresses in the Trust’s custodial account to be payable to the Sponsor, as may be further set forth in one or more agreements governing the Staking Arrangements, in the sole discretion of the Sponsor and subject to the terms of this Proposal 2.

See “Overview of the Proposals—Proposal 1—Staking and Staking Consideration” for an explanation of how the Sponsor anticipates to implement the proposed Staking Arrangements and Provider-Facilitated Staking with respect to the Trust’s Ether.

In addition, Proposal 2 sets forth the way in which the Sponsor’s Staking Fee will be treated in determining the NAV Fee Basis Amount and the NAV of the Trust. In calculating the value of the Trust’s aggregate number of Ether for inclusion in the calculation of the NAV Fee Basis Amount and the NAV of the Trust as to any business day, the Index Price will be multiplied by the Trust’s aggregate number of Ether owned by the Trust as of 4:00 p.m., New York time, on the day immediately preceding the date of such calculation, less the aggregate number of Ether payable as (i) the accrued and unpaid Sponsor’s Fee and (ii) the accrued and unpaid Sponsor’s Staking Fee, in each case as of 4:00 p.m., New York time, on the day immediately preceding the date of such calculation. Previously, the Trust Agreement provided that only the aggregate number Ether payable as the accrued and unpaid Sponsor’s Fee would be subtracted from such amount, and Proposal 2 provides that the accrued and unpaid Sponsor’s Staking Fee shall also be subtracted from such amount as set forth in the Second Amendment. Furthermore, in calculating the NAV of the Trust as to any business day, Proposal 2 provides that the U.S. Dollar amount of any Ether or other staking consideration payable as part of the Sponsor’s Staking Fee that accrues for such business day shall be subtracted.

The Sponsor believes that being entitled to collect the Sponsor’s Staking Fee will improve operational efficiency and align incentives with the Trust’s shareholders, and that the clarifications to the calculation of the NAV Fee Basis Amount and the NAV of the Trust will provide for efficient administration of the Sponsor’s Fee and Sponsor’s Staking Fee.

The primary amendments to the Trust Agreement are set forth in Section 1.1, Section 6.8(a)(vii), Section 8.4.

THE SPONSOR AND THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF PROPOSAL 2.

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Proposal 3

The Amendment Process

Under the Trust Agreement, the Trust is currently required to obtain shareholder consent from shareholders holding at least a majority of outstanding shares for any amendment to the Trust Agreement that materially adversely affects the interests of shareholders, with shareholders having been deemed to have consented to the amendment if no objections were made after twenty (20) calendar days of receipt of notice. Proposal 3 will permit the Sponsor to make restatements, amendments or supplements to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement to the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement.

Under Proposal 3, in the Sponsor’s sole discretion, the Sponsor will be permitted to condition any restatement, amendment or supplement to the Trust Agreement upon the consent of shareholders holding at least a majority of outstanding shares. In addition, in the Sponsor’s sole discretion, the Sponsor would be permitted, but is not obligated, to provide that a shareholder shall be deemed to consent to a restatement, amendment or supplement of the Trust Agreement if the Sponsor has notified such shareholder in writing of the proposed restatement, amendment or supplement and the shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the shareholder objects to such restatement, amendment or supplement.

In addition, any notice pursuant to the amended Sections 10.1(a)(ii) or 10.1(a)(iii) of the Trust Agreement would be permitted to be given by the Sponsor to the shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.

Finally, the Trust Agreement prevents the Sponsor from making any restatement, amendment or supplement to the Trust Agreement that adversely affects the status of the Trust as a grantor trust for U.S. federal income tax purposes. Under Proposal 3, the Trust Agreement would permit the Sponsor to make restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and/or certain other conditions are satisfied.

The Sponsor believes that having the ability to make restatements, amendments or supplements to the Trust Agreement with notice to, instead of consent of, shareholders would reduce expenses incurred in connection with the consent solicitation process and improve operational efficiency and administrative convenience. Meanwhile, the Sponsor believes that having the ability to make certain other restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the requisite opinion of counsel is obtained or another of the conditions set forth in the amendments are satisfied will enable the Trust to adapt to future developments in the digital asset ecosystem, including with respect to the taxation of digital assets and digital asset transactions, more efficiently and more nimbly than under the currently effective Trust Agreement, while retaining prudent safeguards of the Trust’s intended tax classification.

The primary amendments to the Trust Agreement are set forth in Section 10.1(a).

THE SPONSOR AND THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF PROPOSAL 3.

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Potential Disadvantages of the Three Proposals

Proposal 1

Staking and Staking Consideration

If Proposal 1 is adopted and the amendments relating thereto are implemented, the Sponsor would be permitted to cause the Trust, if certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are met and subject to compliance with certain related requirements, to engage in staking with any Ether held by the Trust in exchange for consideration.

Risk of loss of Ether

Staking activity contemplated by the amendments relating to Proposal 1 introduces a risk of loss of Ether. None of the Trust’s assets, including potentially staked assets, are subject to the protections enjoyed by depositors or customers of institutions with Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) membership. The Ethereum Network imposes three types of sanctions for validator misbehavior or inactivity, which would result in a portion of staked Ether being destroyed or “burned”: penalties, slashing and inactivity leaks.

A validator may face penalties if it fails to take certain actions, such as providing a timely attestation to a block proposed by another validator. Under this scenario, a validator’s staked Ether could be burned in an amount equal to the reward to which it would have been entitled for performing the actions.

A more severe sanction (i.e., “slashing”) is imposed if a validator commits malicious acts related to the proposal or attestation of blocks with invalid transactions. Slashing can result in the validator having a portion of its staked Ether immediately burned. After this initial slashing, the validator is queued for forceful removal from the Ethereum Network’s validator “pool,” (as described in “Inaccessibility of staked Ether tokens” below) and more of the validator’s stake is burned over a period of approximately 36 days (with the exact amount of Ether burned and time period determined by the protocol) regardless of whether the validator makes any further slashable errors, at which point the validator is automatically removed from the validator pool.

Staked Ether may also be burned through a process known as an “inactivity leak,” which is triggered if the Ethereum protocol has gone too long without finalizing a new block. For a new block to be successfully added to the blockchain, validators that account for at least two-thirds of all staked Ether must agree on the validity of a proposed block. This means that if validators representing more than one-third of the total staked Ether are offline, no new blocks can be finalized. To prevent this, an inactivity leak causes the Ether staked by the inactive validators to gradually “bleed away” until these inactive validators represent less than one-third of the total stake, thereby allowing the remaining active validators to finalize proposed blocks. This provides a further incentive for validators to remain online and continue performing validation activities.

There can be no guarantee that penalties, slashing or inactivity leaks and resulting losses will not occur as a result of the activities of a Staking Provider. Furthermore, a Staking Provider’s liability to the Trust is expected to be limited, and a Staking Provider may lack the assets or insurance in order to support the recovery of any losses incurred. While the Staking Arrangements may provide for indemnification up to a specified cap, slashing insurance or other reimbursement programs, there can be no guarantee that the Trust would recover any of its staked assets, or the value thereof, if it is subject to sanctions imposed by the Ethereum Network.

Inaccessibility of staked Ether tokens

Under current Ethereum Network protocols, staked Ether tokens are permitted to be un-staked by the holder of the private keys for the withdrawal address of such Ether tokens. However, as part of the “activating” and “exiting” processes of staking, staked Ether tokens will be inaccessible for a variable period of time determined by a range of factors, including network congestion, resulting in certain liquidity risks that the Sponsor plans to manage. “Activation” is the funding of a validator to be included in the active set, thereby allowing the validator to participate in the Ethereum Network’s proof-of-stake consensus protocol. “Exit” is the request to exit from the active set and no longer participate in the Ethereum Network’s proof-of-stake consensus protocol. As part of these “activating” and “exiting” processes of staking on the Ethereum Network, any staked Ether will be inaccessible for a

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period of time. The duration of activating and exiting periods are dependent on a range of factors, including network conditions. However, depending on demand, un-staking can take between hours, days or weeks to complete. This can result in certain liquidity risk to the Trust, which the Sponsor will seek to manage through a range of risk management methods.

Due to the time involved in “exiting” the staking process there is a risk that the Trust could become unable to timely meet excessive redemption requests in amounts that are greater than the portion of the Trust’s Ether that remains un-staked, leading to temporary delays in settlement and, in extreme scenarios, the temporary unavailability of the Trust’s redemption program. Moreover, any staked Ether which must be un-staked in order to fulfill a redemption (to the extent such redemption cannot be fulfilled utilizing the portion of the Trust’s Ether that has not been staked, or through another mechanism to manage liquidity in connection with Redemption Orders contemplated by an opinion of a Tax Advisor, a Tax Ruling or Tax Guidance) will be un-staked only after the redemption request is approved by the Trust, the Sponsor executes an un-stake or withdrawal transaction through the Custodian, and such transaction is processed by the Ethereum Network. The Staking Provider will not be able to change the addresses on the Ethereum Network to which staked Ether is to be withdrawn or to which Ether rewards shall be sent.

Although the Sponsor anticipates, if the Staking Condition has been satisfied with respect to such activities, that it, on behalf of the Trust, may enter into certain financing arrangements or other mechanisms in order to manage liquidity constraints and fulfill existing redemption requests if the Trust’s unstaked Ether is insufficient to do so, there can be no assurance that such arrangements will be available as intended or provide sufficient liquidity.

Dependency on third parties

In addition, as the Sponsor currently anticipates that staking will be carried out by the Custodian and third party Staking Providers, the amount of staking rewards that the Trust’s staking activity will generate will be dependent on the performance of the Custodian and the Staking Provider, including the adequacy and reliability of the hardware and software utilized by the Staking Provider. If the Custodian or the Staking Provider experience service outages or otherwise are unable to optimally execute the staking of the Trust’s Ether, the Trust’s staking rewards may be adversely affected.

Uncertain regulatory landscape

Furthermore, the regulatory landscape surrounding staking is highly uncertain, and may expose the Sponsor, Custodian, third party Staking Providers and the Trust and its investors to unforeseen regulatory risks or potential enforcement actions. The amendments would permit the Sponsor to cause the Trust to engage in staking only if certain conditions set forth in the amendments relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes are satisfied. Due to the lack of authority regarding the ability of a grantor trust to engage in activities such as staking, there can be no assurance whether or when these conditions will be satisfied or the Trust will be permitted to engage in staking.

Increased uncertainty regarding the tax treatment of the Trust

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If Proposal 1 is adopted, and the Staking Condition is satisfied, the Sponsor intends to continue to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes and that any Staking activity undertaken by the Trust in compliance with the opinion, ruling or other guidance relied upon to satisfy the Staking Condition will not prevent the Trust from continuing to qualify as a grantor trust for such purposes. However, due to the uncertainty regarding the ability of a grantor trust to engage in Staking activities, there can be no assurance that the Internal Revenue Service (“IRS”) or any court would agree with this position (or with any opinion of counsel delivered to the Sponsor in support thereof). Moreover, the proposed amendments provide that the Staking Condition could be satisfied by receipt of an opinion rendered at a “should” level of comfort. Accordingly, if Proposal 1 is adopted, the risk that the Trust might fail to qualify as a grantor trust for U.S. federal income tax purposes will be increased.

If the Trust were properly treated as a grantor trust after the adoption of Proposal 1, a non-U.S. person owning Shares likely would be subject to withholding at a 30% rate in respect of that person’s pro rata portion of any U.S.-source income from the Trust’s Staking activities. In addition, Tax-exempt Shareholders may recognize “unrelated business taxable income” (“UBTI”) in connection with the Trust’s Staking activities, and therefore would be required to file a U.S. tax return and pay any associated tax liabilities in respect of that income.

If the adoption of Proposal 1 were to cause the Trust to fail to be a grantor trust, the Trust generally would be classified as a “publicly traded partnership” for U.S. federal income tax purposes. In such case, the Trust generally would not itself be subject to U.S. federal income tax purposes if at least 90% of the Trust’s gross income for every taxable year constitutes “qualifying income” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Trust consistently satisfied this “qualifying income” requirement, the tax consequences of owning Shares generally, and with respect to Staking specifically, would not be materially different from if the Trust continued to be treated as a grantor trust for such purposes, although there might be certain differences, including with respect to timing of the recognition of taxable income or loss. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form.

Moreover, it is possible, in that case, that a portion of the Trust’s income would be considered to be “effectively connected” with the conduct of a trade or business in the United States and, accordingly, a non-U.S. person owning Shares could be subject to U.S. federal income tax on a net income basis with respect to that “effectively connected” income and be required to file a U.S. tax return. If none of the Trust’s Staking income were considered to be “effectively connected” income, a non-U.S. person owning Shares likely would be subject to withholding on its pro rata portion of U.S.-source income from the Trust’s Staking activities as described above. Tax-exempt Shareholders may recognize UBTI from the Trust’s Staking activities if the Trust is not treated as a corporation for U.S. federal income tax purposes.

If the Trust did not qualify as a grantor trust after the adoption of Proposal 1 and less than 90% of the Trust’s annual gross income was “qualifying income,” then the Trust would instead be treated as a corporation for U.S. federal income tax purposes. Due to the uncertain treatment of digital assets for U.S. federal income tax purposes, including the uncertainty of whether staking rewards would constitute “qualifying income” under the Code, there can be no assurance that the Trust would not become taxable as a corporation for U.S. federal income tax purposes as a result of the adoption of Proposal 1. If the Trust were taxed as a corporation for U.S. federal income tax purposes, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21%) on its worldwide net taxable income (plus any applicable state rates), while certain distributions made by the Trust to Shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. Any such dividend distributed to a beneficial owner of Shares that is a non-U.S. person for U.S. federal income tax purposes would be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate as provided in an applicable tax treaty). As a result, the taxation of the Trust as a corporation could materially reduce the after-tax return on an investment in Shares, substantially reduce the value of the Shares, and result in a material divergence between NAV and the value of the Trust’s Ether. A Shareholder should consult its tax adviser regarding the tax consequences of an investment in the Trust if Proposal 1 were to be adopted.

Potential phantom income

There can be no assurance that the Staking Condition will be satisfied or that the Trust will stake any of its Ether tokens. If the Staking Condition is satisfied, Shareholders may suffer adverse tax consequences. In particular, the IRS has indicated that the receipt of staking rewards gives rise to current, ordinary income for U.S. federal

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income tax purposes. Assuming that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes (or as a “publicly traded partnership” that satisfies an annual “qualifying income” test), beneficial owners of Shares will be required to take their ratable share of any such income into account in determining their own tax liability, regardless of whether the Trust makes any corresponding distributions. Shareholders should therefore expect that, if the Staking Condition is satisfied, other sources of funds may be needed to satisfy any associated tax liability.

Proposal 2

The Sponsor’s Staking Fee

If Proposal 2 is adopted and the amendments relating thereto are implemented, the Sponsor would be entitled to receive a Sponsor’s Staking Fee under the Trust Agreement, in addition to the Sponsor’s Fee, and as partial consideration for the Sponsor’s facilitation of staking (if, and then, only to the extent that, the Staking Condition is satisfied), payable in staking consideration in an amount calculated as a per annum percentage of any staking consideration received by the Trust, as may be directed by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time. Currently, the Trust Agreement does not provide for any Sponsor’s Staking Fee payable to the Sponsor.

Reduction in, or elimination of, shareholder staking rewards

The implementation of the Sponsor’s Staking Fee would directly reduce the net staking rewards received by the Trust, by the amount of such Sponsor’s Staking Fee. There is no limit on the percentage of staking consideration received by the Trust that may be collected by the Sponsor as the Sponsor’s Staking Fee in its sole discretion. As a result, the Sponsor would be entitled to collect any amount of staking consideration received by the Trust, in whole or in part, and shareholders would not have the opportunity to approve or disapprove of the Sponsor’s determination.

Conflicts of interest

The adoption of the Sponsor’s Staking Fee may create potential conflicts of interest where the Sponsor could be incentivized to maximize the Sponsor’s Staking Fee, in ways that do not align with shareholder interests. For example, the Sponsor could be incentivized to take actions that result in the Trust staking a higher proportion of its Ether, in a way that may impact the Trust’s ability to respond to market changes or meet redemption requests or manage other liquidity constraints and/or require the Sponsor to utilize one or more of the contemplated liquidity procedures for meeting redemption requests as described herein. See also “—Proposal 1—Staking and Staking Consideration—Inaccessibility of staked Ether tokens” for a discussion of how staked Ether tokens will be inaccessible for variable periods of time.

Proposal 3

The Amendment Process

If Proposal 3 is adopted and the amendments relating thereto are implemented, the Sponsor would be permitted to restate, amend or supplement to the Trust Agreement in its sole discretion and without shareholder consent; provided that any restatement, amendment or supplement of the Trust Agreement which materially adversely affects the interests of the shareholders as determined by the Sponsor in its sole discretion shall not be effective any earlier than twenty (20) calendar days after receipt by the affected shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement. In addition, this proposal will allow the Sponsor to make certain restatements, amendments or supplements to the Trust Agreement that could adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes, but only if the Sponsor obtains an opinion of counsel to the effect that such amendments should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and/or certain other conditions are satisfied.

Disenfranchisement of shareholders

Removal of the shareholder consent requirement for the Sponsor to restate, amend or supplement the Trust Agreement could potentially disenfranchise shareholders by reducing the protections that the existing consent

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process affords and removing their ability to consent or object to any restatement, amendment or supplement of the Trust Agreement that materially adversely affects their interests as determined by the Sponsor in its sole discretion.

Implementation of restatements, amendments or supplements that may not align with shareholder interests

There can be no assurance that the Sponsor will implement restatements, amendments or supplements that align with the interests of shareholders. To the extent shareholders do not agree with future amendments to the Trust Agreement, shareholders will not have any ability to consent or object to such amendments, and the shareholders’ sole recourse will be to divest or, through an Authorized Participant, redeem their Shares prior to the effective date of such amendments.

Implementation of restatements, amendments or supplements that may increase risk to the Trust’s intended tax treatment

It is possible that, in the future, the Sponsor will implement restatements, amendments or supplements to the Trust Agreement that could adversely affect the intended tax treatment of the Trust as a grantor trust for U.S. federal income tax purposes, including on the receipt of an opinion of counsel to the effect that doing so should not cause the Trust to fail to qualify as a grantor trust for those purposes. There can be no assurance that the IRS or any court will agree with any such position, or that the Trust will not cease to qualify as a grantor trust as a result of any such restatement, amendment or supplement. For a discussion of the potential consequences of any failure by the Trust to qualify as a grantor trust, see “Proposal 1—Increased uncertainty regarding the tax treatment of the Trust.”

Effect of Non-Adoption of the Proposals

If any or all of the Proposals are not adopted, the Trust will continue to operate in the same manner as it has operated with respect to the subject matter of the proposal(s) not adopted.

Additional Amendments to the Trust Agreement

In addition to the proposals, the Sponsor intends to execute other non-material amendments that will clarify and supplement provisions of the Trust Agreement. The Additional Amendments summarized below are provided for the convenience of the reader, and are qualified in their entirely by reference to the text of the Second Amendment:

Initial Distribution. This amendment removes clarifying language around the Trust’s ability to effect the initial distribution of shares to shareholders of Grayscale Ethereum Trust ETF, as that distribution has already been effected.

The relevant amendments to the Trust Agreements are set forth in Sections 1.1, 3.1 and 4.1 of the Second Amendment.

Sponsor. This amendment provides that the Sponsor of the Trust is Grayscale Investments Sponsors, LLC, as opposed to Grayscale Investments, LLC.

The relevant amendments to the Trust Agreement are set forth in the definition of “Sponsor” in Section 1.1 and in Sections 1.3(b), 13.6 and 13.12 of the Second Amendment.

Compensation and Expenses of the Trustee. This amendment provides that to the extent that the Trustee receives or handles Trust Funds, the Trustee may earn compensation in the form of short-term interest on certain items.

The relevant amendments to the Trust Agreement are set forth in Section 2.3 of the Second Amendment.

Tax Treatment. This amendment provides that, if required by a final “determination” within the meaning of Section 1313(a) of the Code, the parties to the Trust Agreement need not file their own U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the classification of the Trust as a grantor trust, as they otherwise would.

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The relevant amendments to the Trust Agreement are set forth in Section 1.6 of the Second Amendment.

Availability of Redemption Program. This amendment clarifies that the Trust may, in the sole discretion of the Sponsor, offer a redemption program for the Shares. Under the current Trust Agreement, such a redemption requires the receipt of regulatory approval therefor, which regulatory approval the Trust has already received.

The relevant amendments to the Trust Agreement are set forth in Sections 5.1 and 5.2(a) of the Second Amendment.

Authorization of Filings. This amendment clarifies that the Trustee’s authorization does not extend to preparing or filing any registration statements or any current or periodic reports on behalf of the Trust.

The relevant amendments to the Trust Agreement are set forth in Section 7.7 of the Second Amendment.

Tax Information. This amendment provides that the Trust, as opposed to the Trustee, shall comply with all U.S. federal withholding requirements respecting distributions to, or receipts of amounts on behalf of, Shareholders that the Trust reasonably believes are applicable under the Code.

The relevant amendments to the Trust Agreement are set forth in Section 8.3 of the Second Amendment.

Notices. This amendment provides that any reports or notices by the Sponsor to the Shareholders which are given electronically shall be sent to the addresses set forth in the books and records of the Trust.

The relevant amendments to the Trust Agreement are set forth in Section 13.6 of the Second Amendment.

Corporate Transparency Act. This amendment clarifies that the Trust may be required to file reports with the U.S. Financial Crimes Enforcement Network, and that it is the Sponsor’s duty to prepare and make such filings and to comply with the relevant obligations.

The relevant amendments to the Trust Agreement are set forth in Section 13.14 of the Second Amendment.

The description in this Consent Solicitation Statement of the three proposals and the Additional Amendments to the Trust Agreement is qualified by reference to the proposed amendments related to Proposal 1, Proposal 2 and Proposal 3 contained in Appendix A hereto, and the amendments to the Trust Agreement related to Proposal 1, Proposal 2, Proposal 3 and the Additional Amendments, attached hereto as Appendix B. Shareholders should read Appendix A carefully before voting on the three proposals.

Information on Voting

Record Date

Shareholders as of the close of business on September 2, 2025, or the Record Date, may vote on the three proposals. On the Record Date, Shares were issued and outstanding.

Votes Needed to Approve the Proposals

The consent of over 50% of the Shares outstanding as of the Record Date is required to adopt each proposal. Under the terms of the Trust Agreement, a Shareholder shall be deemed to consent to each proposal if such Shareholder does not, within twenty (20) calendar days of the date of this Consent Solicitation Statement, notify the Sponsor in writing that the Shareholder objects to any or all of the proposals. Therefore, if you do not wish to consent to any or all of the proposed amendments, you must return a properly completed Written Consent form or such other authorized method indicating your objection to such proposal(s) prior to the deadline stated herein, otherwise you will be deemed to have voted “FOR” each of the three proposals to amend the Trust Agreement.

Voting Rights

Shareholders are entitled to cast one vote for each Share owned on the Record Date for each proposal.

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Consent Solicitation Methods

The Trust will solicit Shareholder votes in a variety of ways. All Shareholders who are entitled to vote will receive these consent solicitation materials either by mail or electronically (assuming that applicable requirements are met). In addition, the employees and officers of the Sponsor and its affiliates may solicit Shareholder consents in person, by telephone, by mail, or over the internet, all at no cost to the Trust. The Trustee and Sponsor have also engaged the services of Broadridge Financial Solutions, Inc. as mailing agent and master tabulator in connection with the Consent Solicitation.

Solicitation Costs

The Sponsor is obligated to pay for any Sponsor-paid Expenses relating to the consent solicitation and the amendments. The Trust does not expect to incur any costs or expenses that are not Sponsor-paid Expenses.

Broker Non-Votes

Broker non-votes are Shares held by brokers, banks and other nominees that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your Shares in its name and you do not instruct your broker how to vote on a proposal, your Shares will not be voted on the proposal. Under the terms of the Trust Agreement, a broker non-vote, or an abstention, will have the same effect as a vote “FOR” each proposal.

Voting

You should have received instructions on how to vote from your broker, bank or other nominee. Please follow their instructions carefully.

You may generally vote by one of the following methods:

•

By Mail. If you requested printed copies of the consent materials to be mailed to you, you may vote by signing, dating and returning your Written Consent in the enclosed pre-addressed envelope; or

•

If you hold your Shares through a broker, bank or other nominee, you are considered the beneficial owner of the Shares, and your broker is the shareholder of record. You have the right to direct your broker how to vote your Shares. If you request a printed copy of the consent materials by mail, your broker will provide a written consent form for you to use.

Broadridge Financial Solutions, Inc. must receive your Written Consent no later than 4:00 p.m., New York City time, on , 2025, unless the period for voting is extended by the Sponsor. There will be no meeting of Shareholders with regard to the three proposals. A final count is expected to be made by Broadridge Financial Solutions, Inc. no later than , 2025, unless the period for voting is extended by the Sponsor.

Changing Your Vote

Your latest vote on a proposal is the one that counts. Therefore, you can revoke a prior vote on a proposal simply by voting again—over the internet, with your Written Consent, or by toll-free telephone call.

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Security Ownership of Certain Beneficial Owners and Management

To the knowledge of the Sponsor, no person owns more than 5% of the outstanding Shares. See “Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information.

Additional Information

The Sponsor maintains an internet website at www.etfs.grayscale.com/eth, through which the Trust’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available free of charge after they have been filed with or furnished to the SEC. Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

You can also view these consent materials on the internet at our website at www.proxyvote.com. You may also obtain other information about us by visiting our website at www.etfs.grayscale.com/eth. Other than the Consent Solicitation Statement, information contained on our website is not part of this Consent Solicitation Statement.

The contents of the websites referred to above and any websites referred to herein are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Appendix A

Proposed Amendments to the Trust Agreement
of the Grayscale Ethereum Mini Trust ETF

[Deletions Indicated by Strikeout and Additions Indicated by Underline and Bold]

TEXT OF PROPOSED AMENDMENTS
TO
TRUST AGREEMENT OF GRAYSCALE ETHEREUM MINI TRUST ETF

The following are proposed amendments (the “Proposed Amendments”) to the Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”) of Grayscale Ethereum Mini Trust ETF (the “Trust”), dated as of July 17, 2024, as amended by Amendment No. 1 to the Trust Agreement dated as of July 18, 2024 and further amended by Amendment No. 2 to the Trust Agreement dated November 4, 2024, between Grayscale Investments Sponsors, LLC, as the sponsor of the Trust (the “Sponsor”), and CSC Delaware Trust Company, as the trustee of the Trust (the “Trustee”). The Proposed Amendments are described in the accompanying Consent Solicitation Statement to which the Proposed Amendments are attached.

At such time as the Sponsor and the Trustee are ready to implement one or more of the Proposed Amendments, such Proposed Amendments will be incorporated into a Second Amended and Restated Declaration of Trust and Trust Agreement which will be executed by the Sponsor and the Trustee and made effective on a day to be selected by them. Assuming the Second Amended and Restated Declaration of Trust and Trust Agreement includes no other amendments other than the Proposed Amendments as approved by the Shareholders and the Additional Amendments described in the Consent Solicitation Statement, no separate notification of the execution or effectiveness of the Second Amended and Restated Declaration of Trust and Trust Agreement will be sent to the Shareholders, except as required by law.

The amendments to be made in connection with Proposal 1 are as follows:

SECTION 1.1 Definitions.

[…]

“Other Staking Consideration” means any Staking Consideration other than Ether.

[…]

“Staking” means (i) 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 (each, a “Staking Provider”) 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, (ii) accepting any Staking Consideration, (iii) holding any Other Staking Consideration accepted by the Trust pursuant to clause (ii), for not more than 30 days after the Trust’s receipt thereof, pending the use of such Other Staking Consideration for payment of Additional Trust Expenses or distribution to the Shareholders and (iv) any financing arrangement or other mechanism utilized by the Sponsor, on behalf of the Trust, in connection with Redemption Orders to manage Ether liquidity constraints arising from activities described in the preceding clauses (each, a “Liquidity Management Solution”) For the avoidance of doubt, (i) the mere act of transferring units of virtual currency on a peer-to-peer virtual currency network that utilizes a proof-of-stake validation protocol shall not be considered to be “Staking” and (ii) “Staking” shall include any related activity contemplated by a Tax Ruling, an opinion or Tax Guidance, in each case, described in the definition of Staking Condition (and, in the case of a Tax Ruling, that is described in the private letter ruling request (as supplemented from time to time) submitted to the U.S. Internal Revenue Service in connection therewith).

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Advisor or (2) a Tax Ruling, in each case, to that effect or (ii) such form of Staking is confirmed in Tax Guidance to be a permissible undertaking by a grantor trust.

“Staking Consideration” means any consideration of any kind whatsoever, including, but not limited to, any staking reward paid in fiat currency or paid in kind, in exchange for using, or permitting to be used, any portion of the Trust Estate as described in clause (i) of the definition of “Staking.”

“Tax Advisor” means an independent law firm that is recognized as being an expert in tax matters.

“Tax Guidance” means any tax guidance that is issued by the U.S. Internal Revenue Service or the U.S. Department of the Treasury and on which taxpayers may rely.

“Tax Ruling” means a binding ruling issued by the U.S. Internal Revenue Service.

[…]

“Trust Estate” means, without duplication, (i) all the Ether in the Trust’s accounts, including the Ether Account, (ii) all Incidental Rights held by the Trust, (iii) all IR Virtual Currency in the Trust’s accounts, (iv) all Other Staking Consideration held by the Trust, (v) all proceeds from the sale of Ether, Incidental Rights and, IR Virtual Currency and Other Staking Consideration pending use of such cash for payment of Additional Trust Expenses or distribution to the Shareholders and (vvi) any rights of the Trust pursuant to any agreements, other than this Trust Agreement, to which the Trust is a party.

[…]

“U.S.” means United States.

SECTION 1.5 Purposes and Powers

(a)

The purposes of the Trust shall be to (i) accept Ether for subscriptions of Shares in accordance with Article III hereof or accept cash (to be used to purchase Ether) for subscriptions of Shares in accordance with Section 13.13 hereof, to hold Ether, Incidental Rights and, IR Virtual Currency and Other Staking Consideration, to distribute Ether (or cash from the sale of Ether) upon redemptions of Shares in accordance with Article V hereof (if authorized in accordance with ‎Section 5.1 hereof) (it being understood that the Trust shall not create or redeem Shares at any time that it holds Incidental Rights, IR Virtual Currency, Other Staking Consideration or cash from the sale of Ether, Incidental Rights or, IR Virtual Currency), and (ii or Other Staking Consideration), (ii) engage in any form of Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect thereto and (iii) to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing. For the avoidance of doubt, such activities include any lawful action necessary or desirable in connection with Staking (provided that the Staking Condition has been met with respect thereto) or the Trust’s ownership of Incidental Rights, including the acquisition of IR Virtual Currency, except if such action would be prohibited by ‎Section 1.5(bc) or any other provision of this Trust Agreement. The Trust shall not engage in any business activity and shall not acquire or own any assets other than (i) Ether, (ii) Incidental Rights, (iii) if permissible under Section 1.5(b) and Section 6.4(mc), (x) IR Virtual Currency or (y) assets incident to Staking (including Other Staking Consideration), and (iv) cash from the sale of any of the foregoing or take any of the actions set forth in ‎Section 6.4. The Trust shall have all of the powers specified in ‎Section 3.1 hereof as powers which may be exercised by a Sponsor on behalf of the Trust under this Trust Agreement.

(b)

If the Staking Condition has been satisfied with respect to a particular form of Staking and the Trust engages in such form of Staking, the Trust shall engage in Staking with respect to all of the Trust’s Ether at all times, except (i) as necessary to pay the Sponsor’s Fee, (ii) as necessary to pay any additional Trust expenses, (iii) as necessary to satisfy existing and reasonably foreseen potential redemption requests (assuming the Trust is then permitted to operate an ongoing redemption program) as determined by the Sponsor, (iv) as necessary to reduce the Ether obtained by the Trust as Staking Consideration to cash for distribution at regular intervals, (v) if the Sponsor determines that Staking raises significant governmental, policy or regulatory concerns or is subject or likely subject to a specialized regulatory regime, (vi) if the Sponsor determines there exists vulnerabilities in the source code or cryptography underlying the Solana Network, (vii) if the Custodian or Staking Provider discontinues their arrangements with the Trust, (viii) if the Sponsor otherwise determines that continued Staking of such portion of the Trust’s assets would be inconsistent with the Trust’s purpose of protecting and preserving the value of the Trust Estate, or (ix) in

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accordance with any other exception that is expressly contemplated by an opinion, a ruling or Tax Guidance that satisfies the Staking Condition.

(c)

(b) TheSubject to the provisions of this Section 1.5(c), the Trust shall not take any action that could cause the Trust to be treated other than as a grantor trust for U.S. federal income tax purposes. Without limiting the generality of the foregoing, nothingno other provision in this Trust Agreement (including, for the avoidance of doubt, ‎Section 1.5(a)) shall be construed to give the Trustee or the Sponsor the power to vary the investment of the Shareholders within the meaning of Section 301.7701-4(c) or similar provisions of the Treasury Regulations, nor shall the Trustee or the Sponsor take any action that would vary the investment of the Shareholders. Notwithstanding the foregoing, by the purchase and acceptance or other lawful delivery, acceptance or holding of the Shares, the Shareholders shall be deemed to have acknowledged and agreed that any form of Staking for which the Staking Condition has been satisfied shall be permitted under this Section 1.5 and Section 6.4(m).

SECTION 1.6 Tax Treatment

Each of the parties hereto, by entering into this Trust Agreement, (i) expresses its intention that the Shares will qualify under applicable tax law as interests in a grantor trust which holds the Trust Estate, (ii) agrees that it will file its own U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with clause (i) of this Section 1.6 and with the classification of the Trust as a grantor trust, unless required otherwise by a final “determination” within the meaning of Section 1313(a) of the Code, and (iii) agrees to use reasonable efforts to notify the Sponsor 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 2.2 Powers.

Except to the extent expressly set forth in ‎Section 1.3 and this ‎Article II, 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, all 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, (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 and (iii) any other duties specifically allocated to the Trustee in this Trust Agreement. For the avoidance of doubt, the duties of the Trustee will in no event be deemed to include any duties related to Staking or the making of investment or discretionary decisions. 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 3.7 Distributions.

[…]

(c) If the Trust sells Ether, Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration in order to pay Additional Trust Expenses, then any cash remaining from these sales after the payment of any Additional Trust Expenses shall promptly be distributed to the Shareholders.

[…]

SECTION 6.2 Authority of Sponsor.

[…]

(l) To engage in Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied;

(m) If the Staking Condition has been satisfied with respect to such activity, to execute any Liquidity Management Solutions);

[…]

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SECTION 6.4 General Prohibitions.

The Trust shall not, and the Sponsor shall not have the power to cause the Trust to:

[…]

(b) Hold any property other than (i) Ether, Incidental Rights and, IR Virtual Currency and (for a period not exceeding thirty (30) Business Days from its receipt) Other Staking Consideration, or (ii) cash from the sale of Ether, Incidental Rights or IR Virtual Currency;

c) Hold any cash (i) from the sale of Ether, Incidental Rights or, IR Virtual Currency or Other Staking Consideration or (ii) received as Other Staking Consideration, in each case, for more than thirty (30) Business Days prior to using such cash to pay Additional Trust Expenses, or to fund the redemption of Redemption Baskets, and distributing any remaining cash to the Shareholders;

[…]

(f) Borrow money from, or loan money to, any Shareholder, the Sponsor or any other Person provided that, for the avoidance of doubt, the Trust shall not be prohibited from entering into Liquidity Management Solutions for which the Staking Condition have been satisfied;

[…]

(m) NotwithstandingSubject to Section 1.5(c), but notwithstanding any other provision of this Trust Agreement, including Section 6.4(b), take any action that could cause the Trust to be treated other than as a grantor trust for U.S. federal income tax purposes. ; or

(n) Engage in any form of Staking, except to the extent the Staking Condition has been satisfied with respect thereto.

[…]

SECTION 6.8 Expenses and Limitations Thereon

(l) Sponsor’s Fee.

[…]

(iv) If the Trust holds any Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration at any time, the Trust may pay the Sponsor’s Fee, in whole or in part, with such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration by transferring such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to the Sponsor; provided that the Trust shall use Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to pay the Sponsor’s Fee only if such transfer does not otherwise conflict with the terms of this Trust Agreement. In the case of Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash, such Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash shall be transferred at a value to be determined in good faith by the Sponsor. If the Trust pays the Sponsor’s Fee in Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration, in whole or in part, the amount of Ether that would otherwise have been used to satisfy such payment shall be correspondingly reduced.

[…]

(vii) In addition to the Sponsor’s Fee, and as partial consideration for the Sponsor’s facilitation of Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect thereto, the Sponsor shall be entitled to receive a fee (the “Sponsor’s Staking Fee”), payable in Ether (or, if applicable, in the form of any Other Staking Consideration), which shall accrue daily in U.S. Dollars in an amount calculated as a per annum percentage of any Staking Consideration received by the Trust, as may be directed by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time. The Sponsor’s Staking Fee is payable to the Sponsor daily in arrears.

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(viii) The Sponsor may, from time to time, temporarily waive all or a portion of the Sponsor’s Staking Fee in its sole discretion.

(b) Additional Trust Expenses.

(i)

The Trust shall pay any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) 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 (including in connection with any Incidental Rights and, any IR Virtual Currency or any Other Staking Consideration), (iii) any indemnification of the Custodian, Administrator or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given Fiscal Year and (v) 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”).

[…]

(iii) If the Trust holds any Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration at any time, the Trust may pay any Additional Trust Expenses, in whole or in part, with such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration by entering into an agreement with the relevant payee and transferring such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to that payee at a value to be determined pursuant to such agreement; provided that the Trust shall use Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to pay Additional Trust Expenses only if such transfer does not otherwise conflict with the terms of this Trust Agreement. In the case of Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash, such Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash shall be transferred at a value to be determined in good faith by the Sponsor. If the Trust pays the Additional Trust Expenses in Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration, in whole or in part, the amount of Ether that would otherwise have been used to satisfy such payment shall be correspondingly reduced.

[…]

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 and/or Other Staking Consideration 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 and/or Other Staking Consideration. 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, subject to Section 6.2(a) of this Trust Agreement. Any Person appointed as agent of the Shareholders pursuant to this Section 7.5(a) (i) shall receive an in-kind distribution of Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration on behalf of the Shareholders of record with respect to such distribution and (ii) 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 and/or Other Staking Consideration 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 and/or Other Staking Consideration, Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration 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 and/or Other Staking Consideration, including expenses incurred by

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such agent in connection with any post-distribution sale of such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration.

SECTION 8.4 Calculation of NAV

[…]

Notwithstanding the foregoing, (i) in the event that the Sponsor determines that the methodology used to determine the Index Price is not an appropriate basis for valuation of the Trust’s Ether, the Sponsor shall use an alternative methodology as set forth in the Trust’s filings with the SEC and (ii) in the event that the Trust holds any Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration, the Sponsor may, at its discretion, include the value of such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration in the determination of the Trust’s NAV, provided that the Sponsor has determined in good faith a method for assigning an objective value to such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration.

SECTION 10.1 Amendments to the Trust Agreement

(a) Amendment Generally.

(i) Except as otherwise specifically provided in this Section 10.1, 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 declaration of trust and trust agreement. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by the Sponsor in its sole discretion; provided that unless, (x) pursuant to a final “determination” within the meaning of Section 1313(a) of the Code, it shall have been established that the Trust is other than a grantor trust for U.S. federal income tax purposes, (y) (i) the proposed amendment should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and (ii) the Sponsor shall have received a written opinion of a Tax Advisor to that effect or (z) the proposed amendment is necessary or desirable, as determined by the Sponsor in its reasonable discretion, to conform to any Tax Guidance setting forth, or relating to, the conditions under which a trust may engage in one or more forms of Staking while continuing to be classified as a grantor trust for U.S. federal income tax purposes, the Sponsor shall not be permitted to make any such restatement, amendment, or otherwise supplement this Trust Agreement, if such restatement, amendment or supplement wouldcould permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders (within the meaning of Treasury Regulations Section 301.7701-4(c)) or wouldcould otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes.

The amendments to be made in connection with Proposal 2 are as follows:

SECTION 1.1 Definitions.

[…]

“Sponsor’s Staking Fee” has the meaning set forth in Section 6.8(a)(vii).

[…]

SECTION 6.8 Expenses and Limitations Thereon

(a) Sponsor’s Fee.

[…]

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Staking Consideration received by the Trust, as may be directed by the Sponsor in its sole discretion from time to time. The Sponsor’s Staking Fee is payable to the Sponsor daily in arrears.

(viii) The Sponsor may, from time to time, temporarily waive all or a portion of the Sponsor’s Staking Fee in its sole discretion.

SECTION 8.4 Calculation of NAV

[…]

Multiply the Index Price by the Trust’s aggregate number of Ether owned by the Trust as of 4:00 p.m., New York time, on the immediately preceding day, less the aggregate number of Ether payable as (i) the accrued and unpaid Sponsor’s Fee and (ii) the accrued and unpaid Sponsor’s Staking Fee, in each case as of 4:00 p.m., New York time, on the immediately preceding day;

[…]

Subtract the U.S. Dollar amount of any Ether or Other Staking Consideration payable as part of the Sponsor’s Staking Fee that accrues for such Business Day.

[…]

The amendments to be made in connection with Proposal 3 are as follows:

SECTION 10.1 Amendments to the Trust Agreement

(b) Amendment Generally.

(i)

Except as otherwise specifically provided in this Section 10.1, 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 declaration of trust and trust agreement. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by the Sponsor in its sole discretion; provided that unless, (x) pursuant to a final “determination” within the meaning of Section 1313(a) of the Code, it shall have been established that the Trust is other than a grantor trust for U.S. federal income tax purposes, (y) the Sponsor shall have received a written opinion of a Tax Advisor to the effect that a proposed amendment should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes or (z) the proposed amendment is necessary or desirable, as determined by the Sponsor in its reasonable discretion, to conform to any Tax Guidance setting forth, or relating to, the conditions under which a trust may engage in one or more forms of Staking while continuing to be classified as a grantor trust for U.S. federal income tax purposes, the Sponsor shall not be permitted to make any such restatement, amendment, or otherwise supplement this Trust Agreement, if such restatement, amendment or supplement wouldcould permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders (within the meaning of Treasury Regulations Section 301.7701-4(c)) or wouldcould otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes.

(ii)

To the extent that a restatement, amendment or supplement to this Trust Agreement materially adversely affects the interests of the Shareholders as determined by the Sponsor in its sole discretion, such restatement, amendment or supplement shall not be effective any earlier than twenty (20) calendar days after receipt by the affected Shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement of this Trust Agreement. Notice pursuant to this Section 10.1(a)(ii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.

(iii)

(ii) Any amendmentsIn lieu of restating, amending or supplementing this Trust Agreement pursuant to Section 10.1(a)(ii), the Sponsor may, in its sole discretion, condition any restatement, amendment and/or supplement to this Trust Agreement which materially adversely affects

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the interests of the Shareholders shall occur only upon the voteapproval of Shareholders holding Shares equal to at least a majority (over 50%) of the Shares (not including Shares held by the Sponsor and its Affiliates). For all purposes of this Section 10.1,In the Sponsor’s sole discretion, the Sponsor may, but is not obligated to, provide that a Shareholder shall be deemed to consent to a modification orapprove to a restatement, amendment or supplement of this Trust Agreement pursuant to this Section 10.1(a)(iii) if the Sponsor has notified such Shareholder in writing of the proposed modification orrestatement, amendment or supplement and the Shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the Shareholder objects to such modification or amendment. Notwithstanding anything to the contrary herein, noticeNotice pursuant to this Section 10.1(a)(iii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.

[End of Amendments]

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Appendix B

SECOND AMENDED AND RESTATED

DECLARATION OF TRUST
AND
TRUST AGREEMENT
OF
GRAYSCALE ETHEREUM MINI TRUST (ETH)ETF

Dated as of July 17[●], 20242025

By and Among

GRAYSCALE INVESTMENTS SPONSORS, LLC

CSC DELAWARE TRUST COMPANY

(formerly known as Delaware Trust Company)

and

THE SHAREHOLDERS

FROM TIME TO TIME HEREUNDER

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TABLE OF CONTENTS

Page No.

ARTICLE I

DEFINITIONS; THE TRUST

SECTION 1.1 Definitions. 12

SECTION 1.2 Name. 89

SECTION 1.3 Delaware Trustee; Offices. 89

SECTION 1.4 Declaration of Trust. 89

SECTION 1.5 Purposes and Powers. 9

SECTION 1.6 Tax Treatment. 1011

SECTION 1.7 Legal Title. 1011

ARTICLE II

THE TRUSTEE

SECTION 2.1 Term; Resignation; Removal. 1011

SECTION 2.2 Powers. 1112

SECTION 2.3 Compensation and Expenses of the Trustee. 1112

SECTION 2.4 Indemnification. 1213

SECTION 2.5 Successor Trustee. 1213

SECTION 2.6 Liability of Trustee. 1314

SECTION 2.7 Reliance; Advice of Counsel. 1415

SECTION 2.8 Payments to the Trustee. 1516

ARTICLE III

SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS

SECTION 3.1 General. 1516

SECTION 3.2 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Persons Other than Authorized Participants. 16

SECTION 3.3 Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Authorized Participants. 1617

SECTION 3.4 Book-Entry System. 1718

SECTION 3.5 Assets of the Trust. 18

SECTION 3.6 Liabilities of the Trust. 18

SECTION 3.7 Distributions. 18

SECTION 3.8 Voting Rights. 1819

SECTION 3.9 Equality. 1819

ARTICLE IV

TRANSFERS OF SHARES

SECTION 4.1 General Prohibition. 1819

SECTION 4.2 Restricted Securities. 19

SECTION 4.3 Transfer of Shares Generally. 19

ARTICLE V

REDEMPTIONS

SECTION 5.1 UnavailabilityAvailability of Redemption Program. 1920

SECTION 5.2 Redemption of Redemption Baskets. 1920

SECTION 5.3 Other Redemption Procedures. 21

ARTICLE VI

THE SPONSOR

SECTION 6.1 Management of the Trust. 21

SECTION 6.2 Authority of Sponsor. 21

SECTION 6.3 Obligations of the Sponsor. 23

SECTION 6.4 General Prohibitions. 25

SECTION 6.5 Liability of Covered Persons. 2627

SECTION 6.6 Fiduciary Duty. 2627

SECTION 6.7 Indemnification of the Sponsor. 28

SECTION 6.8 Expenses and Limitations Thereon. 29

SECTION 6.9 Voluntary Withdrawal of the Sponsor. 3132

SECTION 6.10 Litigation. 3132

SECTION 6.11 Bankruptcy; Merger of the Sponsor. 32

ARTICLE VII

THE SHAREHOLDERS

SECTION 7.1 No Management or Control; Limited Liability; Exercise of Rights through an Authorized Participant. 3233

SECTION 7.2 Rights and Duties. 33

SECTION 7.3 Limitation of Liability. 3334

SECTION 7.4 Derivative Actions. 3435

SECTION 7.5 Appointment of Agents. 3435

SECTION 7.6 Business of Shareholders. 35

SECTION 7.7 Authorization of Filings. 3536

ARTICLE VIII

BOOKS OF ACCOUNT AND REPORTS

SECTION 8.1 Books of Account. 3536

SECTION 8.2 Annual Updates, Quarterly Updates and Account Statements. 36

SECTION 8.3 Tax Information. 3637

SECTION 8.4 Calculation of NAV. 3637

SECTION 8.5 Maintenance of Records. 3738

ARTICLE IX

FISCAL YEAR

SECTION 9.1 Fiscal Year. 3738

ARTICLE X

AMENDMENT OF TRUST AGREEMENT; MEETINGS

SECTION 10.1 Amendments to the Trust Agreement. 38

SECTION 10.2 Meetings of the Trust. 3940

SECTION 10.3 Action Without a Meeting. 3940

ARTICLE XI

TERM

SECTION 11.1 Term. 4041

ARTICLE XII

TERMINATION

SECTION 12.1 Events Requiring Dissolution of the Trust. 4041

SECTION 12.2 Distributions on Dissolution. 4143

SECTION 12.3 Termination; Certificate of Cancellation. 4243

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1 Governing Law. 4243

SECTION 13.2 Provisions In Conflict With Law or Regulations. 4344

SECTION 13.3 Counsel to the Trust. 4344

SECTION 13.4 Merger and Consolidation. 4445

SECTION 13.5 Construction. 4445

SECTION 13.6 Notices. 4445

SECTION 13.7 Counterparts; Electronic Signatures. 4546

SECTION 13.8 Binding Nature of Trust Agreement. 4546

SECTION 13.9 No Legal Title to Trust Estate. 4547

SECTION 13.10 Creditors. 4547

SECTION 13.11 Integration. 4547

SECTION 13.12 Goodwill; Use of Name. 4547

SECTION 13.13 Alternative Procedures for Creation and Redemption. 4647

SECTION 13.14 Corporate Transparency Act………………………………………….46. 49

EXHIBIT A

Form of Certificate of Trust of Grayscale Ethereum Mini Trust (ETH) A‑1

iii

GRAYSCALE ETHEREUM MINI TRUST (ETH)ETF

SECOND AMENDED AND RESTATED

DECLARATION OF TRUST

AND TRUST AGREEMENT

This SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE ETHEREUM MINI TRUST (ETH)ETF is made and entered into as of the 17th[●] day of July, 2024[●], 2025, by and among GRAYSCALE INVESTMENTS SPONSORS, LLC, a Delaware limited liability company, CSC DELAWARE TRUST COMPANY (formerly known as Delaware Trust Company), a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.

* * *

RECITALS

WHEREAS, the SponsorGrayscale Investments, LLC (“GSI”), the former sponsor of the Trust, and the Trustee entered into the Amended and Restated Declaration of Trust and Trust Agreement dated as of April 23July 17, 2024, as amended by Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement dated as of July 18, 2024 and Amendment No. 2 to the Amended and Restated Declaration of Trust and Trust Agreement dated as of November 4, 2024 (as may be further amended from time to time, the “Existing Agreement”);

WHEREAS, on May 31, 2024, the Sponsor purchased $100,000 in Shares (as defined below) (the “Seed Shares”) comprising 10,000 Shares at a per share price of $10.00;January 1, 2025, GSI consummated an internal corporate reorganization, pursuant to which GSI merged with and into Grayscale Operating, LLC (“GSO”), with GSO continuing as the surviving company (the “Merger”);

WHEREAS, as a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Existing Agreement, all as provided under the Delaware Limited Liability Company Act;

WHEREAS, on January 1, 2025, promptly following the effectiveness of the Merger, (i) GSO assigned the Existing Agreement to the Sponsor pursuant to an Assignment and Assumption Agreement, dated as of January 1, 2025, by and between GSO and the Sponsor, and (ii) GSO and the Sponsor executed a Certificate of Admission, pursuant to which the Sponsor was admitted as an additional sponsor of the Trust under the Existing Agreement;

WHEREAS, on January 3, 2025, GSO voluntarily withdrew as a sponsor of the Trust pursuant to the terms of the Existing Agreement, effective 120 days thereafter on May 3, 2025, leaving the Sponsor as the sole remaining sponsor of the Trust;

WHEREAS, it is currently anticipated that, in connection with the Initial Distribution (as defined below), the Trust will issue Shares to the Grayscale Ethereum Trust (ETH) (“ETHE”) in consideration for a contribution of Ether from ETHE to the Trust (the “Initial Issuance”);

WHEREAS, it is currently anticipated that, substantially concurrent with the Initial Issuance, and immediately prior thereto, the Trust will distribute the aforementioned $100,000 to the Sponsor in complete redemption of the Seed Shares representing the Sponsor’s beneficial interest in the Trust;

WHEREAS, it is currently anticipated that, immediately following the Initial Issuance, ETHE will distribute all of the Shares issued to it in the Initial Issuance to the shareholders of ETHE as of a previously determined record date (the “Record Date ETHE Shareholders”), on a pro rata basis based on the Record Date ETHE Shareholders’ holdings of shares of ETHE as of such record date (the “Initial Distribution”), at which time the Record Date ETHE Shareholders shall be admitted as Shareholders of the Trust;

WHEREAS, the Sponsor and the Trustee wishwishes to amend the Existing Agreement pursuant to Section 8 thereof.10.1 thereof, with such amendment to be effective on such date as designated by the Sponsor in its sole discretion following receipt of requisite consent from the Shareholders to amend one or more provisions of the Existing Agreement to the extent required thereby.

NOW, THEREFORE, pursuant to Section 810.1 of the Existing Agreement, the Trustee and the Sponsor hereby amend and restate the Existing Agreement in its entirety as set forth below.

ARTICLE I

DEFINITIONS; THE TRUST

SECTION 1.1

Definitions.

As used in this Trust Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“Actual Exchange Rate” means, with respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. Dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price.

“Additional Trust Expenses” has the meaning set forth in ‎Section 6.8(b).

“Administrator” means any Person or Persons from time to time engaged by the Sponsor to assist in the administration of the Shares.

“Administrator Fee” means the fee payable to any Administrator for services it provides to the Trust, which the Sponsor shall pay 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.

“Annual Report” means (i) the Trust’s most recent annual report prepared and publicly disseminated pursuant to the standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under the Exchange Act, the Trust’s most recent annual report on Form 10-K prepared and filed in accordance with the rules and regulations of the SEC.

“APA Procedures” has the meaning assigned thereto in ‎Section 3.3(a).

“Authorized Participant” means a Person that (i) is a registered broker-dealer, (ii) has entered into an Authorized Participant Agreement, and (iii) in the case of Authorized Participants creating and redeeming Shares through In-Kind Orders, has access to an Authorized Participant Self-Administered Account.

“Authorized Participant Agreement” means an agreement among the Trust, the Sponsor, the Transfer Agent and an Authorized Participant, that provides the procedures for the creation and redemption of Baskets.

“Authorized Participant Self-Administered Account” means an Ether wallet address known to the Custodian as belonging to such Authorized Participant or its designee.

“Basket” means a block of 10,000 Shares.

“Basket Amount” means, on any Trade Date, the number of Ether required as of such Trade Date for each Creation Basket or Redemption Basket, as determined by dividing (x) the number of Ether owned by the Trust at 4:00 p.m., New York time, on such Trade Date, after deducting the number of Ether representing the U.S. Dollar value of accrued but unpaid fees and expenses of the Trust (in the case of any such fee and expense other than the Sponsor’s Fee, converted using the Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one Ether (i.e., carried to the eighth decimal place)), and multiplying such quotient by 10,000.

“Business Day” means any day other than a Saturday, Sunday or other day on which national securities exchanges are permitted or required to close for business in New York, New York.

“Cash Orders” means orders for creations or redemptions of Shares other than through In-Kind Orders.

“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.

“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 and its Affiliates and their respective members, managers, directors, officers, employees, agents and controlling persons.

“Creation Basket” means a Basket issued by the Trust upon the deposit of the Basket Amount with the Custodian.

“Creation Order” has the meaning assigned thereto in ‎Section 3.3(a)(i).

“Creation Settlement Date” means, with respect to any Creation Order, the Business Day on which such Creation Order settles, as specified in the APA Procedures.

"CTA" has the meaning assigned thereto in ‎Section 13.14.

“Custodian” means any Person or Persons from time to time engaged to provide custodian, security or related services (including, for the avoidance of doubt, prime brokerage services) to the Trust pursuant to authority delegated by the Sponsor.

“Custodian Fee” means the fee payable to any Custodian for the services it provides to the Trust, which the Sponsor shall pay as a Sponsor-paid Expense.

“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.

“Distributor” means any Person or Persons from time to time engaged to provide distribution services or related services to the Trust pursuant to authority delegated by the Sponsor.

"ETHE” has the meaning set forth in the recitals hereto.

“Ethereum Network” means the online, end-user-to-end-user network hosting a public transaction ledger, known as a blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum network.

“Ether” means Ethereum, a type of virtual currency based on an open source cryptographic protocol existing on the Ethereum Network as determined by the Sponsor in accordance with Section 6.2(m), and the assets underlying the Trust’s Shares.

“Ether Account” means collectively, the Vault Balance, the Settlement Balance and any subaccounts associated therewith.

“Event of Withdrawal” has the meaning set forth in ‎Section 12.1(a)(iv) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Agreement” has the meaning set forth in the recitals hereto.

“Expenses” has the meaning set forth in ‎Section 2.4.

“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.

“GSI” means Grayscale Investments, LLC, the former sponsor of the Trust.

“GSO” means Grayscale Operating, LLC.

“In-Kind Orders” means orders for creations or redemptions in which an Authorized Participant or its designees will deliver Ether from, or receive Ether in, an Authorized Participant Self-Administered Account.

“Incidental Rights” means the rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Ether and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.

“Indemnified Persons” has the meaning assigned to such term in ‎Section 2.4.

“Index Price” has the meaning ascribed to such term in the Trust’s filings with the SEC.

“Initial Distribution” has the meaning set forth in the recitals hereto.

“Initial Issuance” has the meaning set forth in the recitals hereto.

“IR Virtual Currency” means any virtual currency or other asset or right acquired by the Trust through the exercise (subject to Section 1.5(bc) and Section 6.4(m)) of any Incidental Right.

“IRS” means the U.S. Internal Revenue Service or any successor thereto.

“Liquidating Trustee” has the meaning assigned thereto in ‎Section 12.2.

“Liquidity Provider” means an entity eligible to facilitate the purchase and sale of Ether in connection with creations or redemptions pursuant to Cash Orders.

“Liquidity Provider Account” means, with respect to any Liquidity Provider, an Ether wallet address known to the Custodian as belonging to such Liquidity Provider.

“Marketing Agent” means any Person or Persons from time to time engaged to provide marketing services or related services to the Trust pursuant to authority delegated by the Sponsor.

“Marketing Fee” means the fee payable to any Marketing Agent for services it provides to the Trust, which the Sponsor shall pay as a Sponsor-paid Expense.

“Merger” has the meaning set forth in the recitals hereto.

“NAV” means, at any time, the aggregate value, expressed in U.S. Dollars, of the Trust’s assets (other than U.S. Dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), calculated in accordance with Section 8.4.

“NAV Fee Basis Amount” has the meaning assigned thereto in Section 8.4.

“Other Staking Consideration” means any Staking Consideration other than Ether.

“Percentage Interest” means, with respect to any Shareholder at any time, a fraction, the numerator of which is the number of Shares held by such Shareholder and the denominator of which is the total number of Shares outstanding, in each case as of 4:00 p.m., New York time, on the date of determination.

“Person” means any natural person, partnership, limited liability company, statutory trust, corporation, association or other legal entity.

“Purchase Agreement” means an agreement among the Trust, the Sponsor and any Shareholder through which the Shareholder agrees to transfer Ether to the Ether Account in exchange for the creation and issuance of Shares.

“Quarterly Report” means (i) the Trust’s most recent quarterly report prepared and publicly disseminated pursuant to the standards of any Secondary Market on which the Shares are then listed, quoted or traded or (ii) if the Shares are then registered under the

Exchange Act, the Trust’s most recent quarterly report on Form 10-Q prepared and filed in accordance with the rules and regulations of the SEC.

“Record Date ETHE Shareholders” has the meaning set forth in the recitals hereto.

“Redemption Basket” means a Basket redeemed by the Trust in exchange for Ether in an amount equal to the Basket Amount.

“Redemption Order” has the meaning assigned thereto in ‎Section 5.2(a).

“Redemption Settlement Date” means, with respect to any Redemption Order, the Business Day on which such Redemption Order settles, as specified in the APA Procedures.

“Rules” has the meaning assigned thereto in ‎Section 13.3.

“SEC” means the Securities and Exchange Commission.

“Secondary Market” means any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, the OTCQX tier of the OTC Markets Group Inc. and NYSE Arca, Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Seed Shares” has the meaning set forth in the recitals hereto.

“Settlement Balance” means the one or more omnibus accounts maintained by the Custodian and in which a portion of the Trust’s Ether may be stored from time to time.

“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.

“Sponsor” means Grayscale Investments Sponsors, 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 6.8(a)(v).

“Sponsor’s Fee” has the meaning set forth in ‎Section 6.8(a)(i).

“Sponsor’s Staking Fee” has the meaning set forth in ‎Section 6.8(a)(vii).

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, (ii) accepting any Staking Consideration, (iii) holding any Other Staking Consideration accepted by the Trust pursuant to clause (ii), for not more than 30 days after the Trust’s receipt thereof, pending the use of such Other Staking Consideration for payment of Additional Trust Expenses or distribution to the Shareholders and (iv) any financing arrangement or other mechanism utilized by the Sponsor, on behalf of the Trust, in connection with Redemption Orders to manage Ether liquidity constraints arising from activities described in the preceding clauses (each, a “Liquidity Management Solution”). For the avoidance of doubt, (i) the mere act of transferring units of virtual currency on a peer-to-peer virtual currency network that utilizes a proof-of-stake validation protocol shall not be considered to be “Staking” and (ii) “Staking” shall include any related activity contemplated by a Tax Ruling, an opinion or Tax Guidance, in each case, described in the definition of Staking Condition (and, in the case of a Tax Ruling, that is described in the private letter ruling request (as supplemented from time to time) submitted to the U.S. Internal Revenue Service in connection therewith).

“Staking Condition” means, with respect to a particular form of Staking, the condition that (i) (x) engaging in such form of Staking should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and (y) the Trust shall have received (1) a written opinion from a Tax Advisor or (2) a Tax Ruling, in each case, to that effect or (ii) such form of Staking is confirmed in Tax Guidance to be a permissible undertaking by a grantor trust.

“Tax Advisor” means an independent law firm that is recognized as being an expert in tax matters.

“Tax Guidance” means any tax guidance that is issued by the U.S. Internal Revenue Service or the U.S. Department of the Treasury and on which taxpayers may rely.

“Tax Ruling” means a binding ruling issued by the U.S. Internal Revenue Service.

“Total Basket Amount” means, with respect to any Creation Order or Redemption Order, the applicable Basket Amount multiplied by the number of Creation Baskets or Redemption Baskets, as specified in the applicable Creation Order or Redemption Order.

“Trade Date” means, for any Creation Order or Redemption Order, the Business Day on which the Total Basket Amount with respect to such Creation Order or Redemption Order is determined in accordance with the APA Procedures.

“Transfer Agent” means any Person or Persons from time to time engaged to provide transfer agent services or related services to the Trust pursuant to authority delegated by the Sponsor.

“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 Grayscale Ethereum Mini Trust (ETH)ETF, a Delaware statutory trust formed pursuant to the Certificate of Trust, the affairs of which are governed by this Trust Agreement.

“Trust Agreement” means this Second Amended and Restated Declaration of Trust and Trust Agreement, as it may at any time or from time-to-time be amended.

“Trust Counsel” has the meaning set forth in ‎Section 13.3.

“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 Expense” has the meaning set forth in ‎Section 2.3.

“U.S.” means United States.

“U.S. Dollar” means United States dollars.

“Vault Balance” means one or more segregated custody accounts of the Trust maintained by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s Ether on the Trust’s behalf.

SECTION 1.2

Name.

The name of the Trust is “Grayscale Ethereum Mini Trust (ETH)ETF” in which name the Trustee and the Sponsor shall cause the Trust to carry out its purposes as set forth in ‎Section 1.5, 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.

SECTION 1.3

Delaware 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. In the event CSC Delaware Trust Company resigns or is removed as the Trustee, the trustee of the Trust in the State of Delaware shall be the successor Trustee, subject to ‎Section 2.1.

(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 Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902.

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 Trustee has filed 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.

(a)

any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing. For the avoidance of doubt, such activities include any lawful action necessary or desirable in connection with Staking (provided that the Staking Condition has been met with respect thereto) or the Trust’s ownership of Incidental Rights, including the acquisition of IR Virtual Currency, except if such action would be prohibited by ‎Section 1.5(bc) or any other provision of this Trust Agreement. The Trust shall not engage in any business activity and shall not acquire or own any assets other than (i) Ether, (ii) Incidental Rights, (iii) if permissible under Section 1.5(bc) and Section 6.4(m), (x) IR Virtual Currency or (y) assets incident to Staking (including Other Staking Consideration), and (iv) cash from the sale of any of the foregoing or take any of the actions set forth in ‎Section 6.4. The Trust shall have all of the powers specified in ‎Section 3.1 hereof as powers which may be exercised by a Sponsor on behalf of the Trust under this Trust Agreement.

(b)

If the Staking Condition has been satisfied with respect to a particular form of Staking and the Trust engages in such form of Staking, the Trust shall engage in Staking with respect to all of the Trust’s Ether at all times, except (i) as necessary to pay the Sponsor’s Fee, (ii) as necessary to pay any additional Trust expenses, (iii) as necessary to satisfy existing and reasonably foreseen potential redemption requests (assuming the Trust is then permitted to operate an ongoing redemption program) as determined by the Sponsor, (iv) as necessary to reduce the Ether obtained by the Trust as Staking Consideration to cash for distribution at regular intervals, (v) if the Sponsor determines that Staking raises significant governmental, policy or regulatory concerns or is subject or likely subject to a specialized regulatory regime, (vi) if the Sponsor determines there exists vulnerabilities in the source code or cryptography underlying the Ethereum Network, (vii) if the Custodian or Staking Provider discontinues their arrangements with the Trust, (viii) if the Sponsor otherwise determines that continued Staking of such portion of the Trust’s assets would be inconsistent with the Trust’s purpose of protecting and preserving the value of the Trust Estate, or (ix) in accordance with any other exception that is expressly contemplated by an opinion, a ruling or Tax Guidance that satisfies the Staking Condition.

(c)

SECTION 1.6

Tax Treatment.

SECTION 1.7

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) as nominee.

ARTICLE II

THE TRUSTEE

SECTION 2.1

Term; Resignation; Removal.

(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 II 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 2.1, the Trustee shall resign promptly in the manner and with the effect specified in this Article II. 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.

(b)

The Trustee is permitted to resign upon at least one hundred and eighty (180) days’ notice to the Sponsor upon which date such resignation shall be effective.

(c)

If at any time the Trustee shall cease to 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 sixty (60) 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.

SECTION 2.2

Powers.

Except to the extent expressly set forth in ‎Section 1.3 and this ‎Article II, 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, all 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, (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 and (iii) any other duties specifically allocated to the Trustee in this Trust Agreement. TheFor the avoidance of doubt, the duties of the Trustee will in no event be deemed to include any duties related to Staking or the making of investment or discretionary decisions. 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 2.3

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 on behalf of the Trust 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. Though it is not intended that the Trustee will receive or handle Trust funds in the ordinary course, to the extent that the Trustee does receive such funds the following shall provide notice and authorization that 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.

SECTION 2.4

Indemnification.

(a)

The Trust hereby agrees to be primary obligor and shall indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and 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 a 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 a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law and by the requirement for treatment of the Trust as a grantor trust for tax purposes, 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 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. The obligations of the Sponsor and the Trust to indemnify the Indemnified Persons under this ‎Section 2.4 shall survive the termination of this Trust Agreement.

SECTION 2.5

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 2.6

Liability of Trustee.

Except as otherwise provided in this Article II, in accepting the trust created hereby, CSC Delaware Trust Company 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 shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence, bad faith or willful misconduct. In particular, but not by way of limitation:

(a)

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;

(b)

The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement or in any document issued or delivered in connection with the sale or transfer of the Shares;

(c)

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;

(d)

The Trustee shall not have any liability for the acts or omissions of the Sponsor, the Custodian or their respective delegates;

(e)

The Trustee shall have no duty or obligation to supervise the performance of any obligations of the Sponsor, the Custodian or their respective delegates or any Authorized Participant;

(f)

No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder;

(g)

Under no circumstances shall the Trustee be liable for any obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party;

(h)

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 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;

(i)

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, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement;

(j)

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; and

(k)

The Trustee shall not be liable for punitive, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances.

SECTION 2.7

Reliance; Advice of Counsel.

(c)

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, or contained in, 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.

(d)

In the exercise or administration of the Trust hereunder and in the performance of its duties and obligations under this Trust Agreement, the Trustee, at the expense of the Trust (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such Persons.

SECTION 2.8

Payments to the Trustee.

Any amounts paid to the Trustee pursuant to this Article II 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. Notwithstanding any other provision of this Trust Agreement, all payments to the Trustee, including fees, expenses and any amounts paid in connection with indemnification of the Trustee in accordance with the terms of this Trust Agreement will be payable only in U.S. Dollars.

ARTICLE III

SHARES; CREATIONS AND ISSUANCE OF CREATION BASKETS

SECTION 3.1

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, including, without limitation, the Seed Shares and the Shares to be issued pursuant to the Initial Issuance. 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 Ether (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 Ether (or for no consideration if pursuant to a Share distribution or split-up), except with respect to the issuance of the Seed Shares. All Shares when so issued shall be fully paid and non-assessable. Subject to the limitations upon, and requirements for, the issuance of Creation Baskets stated herein and in the APA Procedures (as defined below), the number of Creation Baskets that may be issued by the Trust is unlimited. 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.

Notwithstanding anything to the contrary in this Agreement, the Sponsor, on behalf of the Trust, shall have the power and authority to cause the Trust to issue Shares on such terms and for such consideration as the Sponsor determines in its sole discretion and to cause the Trust to consummate and perform the transactions described in the recitals hereto or as otherwise approved by the Sponsor in connection with the Initial Issuance and Initial Distribution.

SECTION 3.2

Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Persons Other than Authorized Participants.

On any Business Day, the Trust may create and issue Creation Baskets to any Person that has signed a Purchase Agreement with the Trust upon a transfer of the Total Basket Amount into the Trust’s Ether Account; provided that the Trust shall create and issue Creation Baskets only if the Sponsor has determined in good faith that such creation and issuance does not conflict with the other terms of this Trust Agreement or with applicable law.

SECTION 3.3

Offer of Shares; Procedures for Creation and Issuance of Creation Baskets to Authorized Participants.

(a)

General. 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 “APA 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 to Authorized Participants, subject to Section 3.3(b).

(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 APA Procedures.

(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 and only in accordance with the APA Procedures. The Sponsor or its delegate shall maintain and make available 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 only upon deposit with the Custodian on the applicable Creation Settlement Date of the applicable Total Basket Amount by the relevant Authorized Participant or Liquidity Provider, as applicable.

(iv)

The Sponsor or its delegate has final determination of all questions as to the calculation of the Total Basket Amount at any time.

(v)

Deposits of Ether other than those received from an Authorized Participant Self-Administered Account or a Liquidity Provider Account shall be rejected. The expense and risk of delivery, ownership and safekeeping of Ether, until such Ether have been received and not rejected by the Trust, shall be borne solely by the Authorized Participant or a Liquidity Provider, as applicable.

(vi)

Upon the Custodian’s receipt of the Total Basket Amount, the Sponsor or its delegate shall (A) if the Total Basket Amount is received into the Settlement Balance, direct the Custodian to transfer the Total Basket Amount to the Vault Balance, (B) direct the Transfer Agent to credit to the Authorized Participant’s account the number of Creation Baskets ordered by the Authorized Participant and (C) compensate the Liquidity Provider pursuant to the APA Procedures.

(vii)

The Custodian may accept delivery of Ether by such other means as the Sponsor, from time to time, may determine to be acceptable for the Trust.

(b)

Rejection or Suspension. The Sponsor or its delegate shall reject a Creation Order if the Creation Order is not in proper form as described in the relevant Authorized Participant Agreement or if the fulfillment of the Creation Order, in the opinion of its counsel, might be unlawful. The issuance of Creation Baskets may be suspended by the Sponsor generally, or refused with respect to a particular Creation 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 Creation Orders or for any other reason at any time or from time to time. None of the Sponsor, its delegates or the Custodian shall be liable for the suspension or rejection of any Creation Order.

(c)

Conflict. In the event of any conflict between the procedures described in this ‎Section 3.3 and the APA Procedures, the APA Procedures shall control.

(d)

Successor Custodian. If a successor to the Custodian shall be employed, the Trust and the Sponsor shall establish procedures acceptable to such successor with respect to the matters addressed in this ‎Section 3.3.

SECTION 3.4

Book-Entry System.

(a)

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 and (ii) issue or cancel Creation Baskets or Redemption Baskets, as applicable, at the direction of the Sponsor or its delegate.

(b)

The Sponsor or its delegate may cause the Trust to issue Shares in certificated form in its sole discretion.

SECTION 3.5

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 3.6

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 3.7

Distributions.

(e)

The Trust may make distributions on Shares either in cash or in kind (which may include shares of a liquidating trust or other vehicle formed to hold Ether), including in such form as is necessary and permissible for the Trust to facilitate the distribution of Ether, Incidental Rights and/or IR Virtual Currency.pursuant to Section 7.5.

(f)

Distributions on Shares, if any, may be made with such frequency as the Sponsor may determine, which may be daily or otherwise, to the Shareholders, from the Trust Estate, after providing for actual and accrued liabilities. 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.

(g)

If the Trust sells Ether, Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration in order to pay Additional Trust Expenses, then any cash remaining from these sales after the payment of any Additional Trust Expenses shall promptly be distributed to the Shareholders.

SECTION 3.8

Voting Rights.

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 3.9

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 IV

TRANSFERS OF SHARES

SECTION 4.1

General Prohibition.

A Shareholder may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber any or all of its Shares or any part of its right, title and interest in the Trust Estate except as permitted in this Article IV and any act in violation of this Article IV shall not be binding upon or recognized by the Trust (regardless of whether the Sponsor shall have knowledge thereof), unless approved in writing by the Sponsor; provided, however, that this Section 4.1 will not prohibit, constrain or otherwise limit ETHE’s distribution of Shares pursuant to the Initial Issuance and Initial Distribution.

SECTION 4.2

Restricted Securities.

Except for Shares transferred in a transaction registered under the Securities Act, the Shares are “restricted securities” that cannot be resold, pledged or otherwise transferred without registration under the Securities Act and state securities laws or exemption therefrom and may not be resold, pledged or otherwise transferred without the prior written consent of the Sponsor, which it may withhold in its sole discretion for any reason or for no reason. The Sponsor may provide any such written consent in any document issued or delivered in connection with the sale or transfer of Shares, including any filings with the SEC.

SECTION 4.3

Transfer of Shares Generally.

Shares shall be transferable on the books of account for the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery to the Sponsor or the Transfer Agent or similar agent of a duly executed instrument of transfer, 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 account for 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.

ARTICLE V

REDEMPTIONS

SECTION 5.1

UnavailabilityAvailability of Redemption Program.

Unless otherwise determined by the Sponsor in its sole discretion following the Trust’s receipt of regulatory approval therefor, the Trust shall not offer a redemption program for the Shares. The Trust may, but shall not be required to, seek regulatory approval to operate a redemption program. If any redemption program is approved, then any redemption authorized by the Sponsor shall be subject to the provisions of this Article V. Notwithstanding anything to the contrary in this Agreement, the Sponsor may cause the Trust to redeem the Seed Shares in a manner determined by the Sponsor in its sole discretion.

The Trust may, in the sole discretion of the Sponsor, offer a redemption program for the Shares. Any redemption program for the Shares may be suspended or discontinued at any time, in the sole discretion of the Sponsor. Any redemption authorized by the Sponsor shall be subject to the provisions of this Article ‎V.

SECTION 5.2

Redemption of Redemption Baskets.

(a)

General. Upon the approval ofDuring any time at which the Sponsor has authorized a redemption program and authorization by the Sponsor, the following procedures, as supplemented by the APA 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 the redemption of Redemption Baskets, subject to Section 5.2(b).

(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 APA Procedures.

(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 upon deposit with the Transfer Agent on the Redemption Settlement Date of the total number of Baskets indicated in the Authorized Participant’s Redemption Order.

(iv)

Upon receipt of the total number of Baskets indicated in the Authorized Participant’s Redemption Order, the Sponsor or its delegate shall instruct the Transfer Agent to cancel the Shares in the Baskets so redeemed. The Sponsor or its delegate shall also instruct the Custodian to deposit into the Authorized Participant Self-Administered Account or the Liquidity Provider Account, as applicable, a number of Ether equal to the Total Basket Amount.

(v)

The Sponsor or its delegate has final determination of all questions as to the determination of the Total Basket Amount at any time.

(vi)

The Total Basket Amount shall be delivered only to an Authorized Participant Self-Administered Account or a Liquidity Provider Account.

(vii)

The Total Basket Amount shall be subject to the deduction of any applicable tax or other governmental charges that may be due.

(b)

Rejection or Suspension. The Sponsor or its delegate shall reject a Redemption Order if the Redemption Order is not in proper form as described in the relevant Authorized Participant Agreement or if the fulfillment of the Redemption Order, in the opinion of its counsel, might be unlawful. The redemption of Baskets may be

suspended by the Sponsor 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 or for any other reason at any time or from time to time. None of the Sponsor, its delegates or the Custodian shall be liable for the suspension or rejection of any Redemption Order.

(c)

Conflict. In the event of any conflict between the procedures described in this ‎Section 5.2 and the APA Procedures, the APA Procedures shall control.

SECTION 5.3

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 the Redemption Basket and permitting the redemption distribution to be delivered in a manner other than that specified in ‎Section 5.2.

ARTICLE VI

THE SPONSOR

SECTION 6.1

Management of the Trust.

Pursuant to Section 3806(b)(7) of the Delaware Trust Statute, the Trust shall be managed by the Sponsor in accordance with this Trust Agreement. The Sponsor may delegate, as provided herein, the duty and authority to manage the affairs of the Trust. Any determination as to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive. In construing the provisions of this Trust Agreement, the presumption shall be in favor of a grant of power to the Sponsor, but subject, for the avoidance of doubt, to the restrictions, prohibitions and limitations expressly set forth in Section 1.5, Section 6.4(m) and otherwise in this Trust Agreement. 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, and to do and perform all such acts as may be in furtherance of the Trust’s purposes, or necessary or appropriate for the offer and sale of the Shares, including, but not limited to, causing the Trust to enter into (i) contracts or agreements with the Sponsor or an Affiliate, provided that any such

contract or agreement does not conflict with the provisions of Section 1.5(bc) of this Trust Agreement, Section 6.4 of this Trust Agreement or clause (ii) of this Section 6.2(a) and (ii) contracts with third parties for various services, it being understood that any document or instrument 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 one hundred twenty (120) days’ prior written notice by the Trust;

(b)

To establish, maintain, deposit into, and sign checks and/or otherwise draw upon, accounts on behalf of the Trust with appropriate banking and savings institutions;

(c)

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;

(d)

To supervise the preparation of any confidential private placement memoranda, prospectuses, registration statements and supplements and amendments thereto and any filings of the Trust with the SEC;

(e)

To make or authorize the making of distributions to the Shareholders and expenses of the Trust out of the Trust Estate;

(f)

To cause the Trust to appoint an agent to act on behalf of the Shareholders pursuant to Section 7.5;

(g)

To prepare, or cause to be prepared, and file, or cause to be filed, an application to register any Shares under the Securities Act and/or the Exchange Act and to take any other action and execute and deliver any certificates or documents that may be necessary to effectuate such registration;

(h)

To prepare, or cause to be prepared, and file, or cause to be filed, an application to enable the Shares to be listed, quoted or traded on any Secondary Market and to take any other action and execute and deliver any certificates or documents that may be necessary to effectuate such listing, quotation or trading;

(i)

To appoint one or more Custodians or other security vendors, including itself or an Affiliate, to provide for custodial or non-custodial security services, or to determine not to appoint any Custodian or other security vendors, and to otherwise take

any action with respect to the Custodian 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)

To delegate those of its duties hereunder as it shall determine from time to time to one or more Distributors, and add any additional service providers, if needed and as applicable;

(l)

To engage in Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied;

(m)

If the Staking Condition has been satisfied with respect to such activity, to execute any Liquidity Management Solutions;

(n)

(l) To perform such other services as the Sponsor believes that the Trust may from time to time require;

(o)

(m) To determine, in good faith, which peer-to-peer network, among a group of incompatible forks of the Ethereum Network, is generally accepted as Ether and should therefore be considered “Ether” for the Trust’s purposes, which the Sponsor will determine based on a variety of then relevant factors, including (but not limited to) the following: (i) the Sponsor’s beliefs regarding expectations of the core developers of Ethereum, users, services businesses, miners and other constituencies and (ii) the actual, continued development, acceptance, mining power and community engagement; provided that the Sponsor shall not make a determination that would conflict with Section 1.5(bc) or Section 6.4(m) of this Trust Agreement; and

(p)

(n) In general, but subject to ‎Section 1.5 and Section 6.4 of this Trust Agreement, to do everything necessary, suitable or proper for the accomplishment of any purpose 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 or powers.

SECTION 6.3

Obligations of the Sponsor.

In addition to the obligations expressly provided by the Delaware Trust Statute or this Trust Agreement, the Sponsor shall:

(a)

Devote such of its time to the 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 affairs in all appropriate jurisdictions;

(c)

Retain independent public accountants to audit the accounts of the Trust;

(d)

Employ attorneys to represent the Sponsor and, as necessary, the Trust;

(e)

Select and enter into agreements with the Trustee and any other service provider to the Trust;

(f)

Use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes under Subpart E, Part I of Subchapter J of the Code;

(g)

Monitor all fees charged to the Trust, and the services rendered by the service providers to the Trust, to determine whether the fees paid by, and the services rendered to, the Trust are at competitive rates and are the best price and services available under the circumstances, and if necessary, renegotiate the fee structure to obtain such rates and services for the Trust;

(h)

Have fiduciary responsibility for the safekeeping and use of the Trust Estate, whether or not in the Sponsor’s immediate possession or control;

(i)

Not employ or permit others to employ the Trust Estate in any manner except for the benefit of the Trust, including, among other things, the utilization of any portion of the Trust Estate as compensating balances for the exclusive benefit of the Sponsor;

(j)

At all times act with integrity and good faith and exercise due diligence in all activities relating to the Trust and in resolving conflicts of interest;

(k)

Enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder;

(l)

Receive directly or through its delegates from Authorized Participants and process properly submitted Creation Orders, as described in ‎Section 3.3(a);

(m)

Receive directly or through its delegates from Authorized Participants and process properly submitted Redemption Orders (if authorized), as described in ‎Section 5.2(a), or as may from time to time be permitted by ‎Section 5.3;

(n)

Interact with the Custodian and any other party as required;

(o)

If the Shares are listed, quoted or traded on any Secondary Market, cause the Trust to comply with all rules, orders and regulations of such Secondary Market to which the Trust is subject as a result of the listing, quotation or trading of the Shares on such Secondary Market, and take all such other actions that may reasonably be taken and are necessary for the Shares to remain listed, quoted or traded on such Secondary Market until the Trust is terminated or the Shares are no longer listed, quoted or traded on such Secondary Market;

(p)

If the Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, cause the Trust to comply with all rules, orders and regulations of the SEC and take all such other actions as may reasonably be taken and are necessary for the Shares to remain registered under the Exchange Act until the Trust is terminated or the Shares are no longer registered under the Exchange Act; and

(q)

Take all actions to prepare and, to the extent required by this Trust Agreement or by law, mail to Shareholders any reports, press releases or statements, financial or otherwise, that the Sponsor determines are required to be provided to Shareholders by applicable law or governmental regulation or the requirements of any Secondary Market on which the Shares are listed, quoted or traded or, if any Shares are transferred in a transaction registered under the Securities Act or registered under the Exchange Act, the SEC, as applicable.

The foregoing clauses of ‎Section 6.2 and ‎Section 6.3 shall be construed as 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

General Prohibitions.

The Trust shall not, and the Sponsor shall not have the power to cause the Trust to:

(a)

Receive any property other than Ether upon the issuance of Shares;

(b)

Hold any property other than (i) Ether, Incidental Rights and, IR Virtual Currency and (for a period not exceeding thirty (30) Business Days from its receipt) Other Staking Consideration, (ii) cash from the sale of Ether, Incidental Rights or IR Virtual Currency and (iii) interests in any liquidating trust or other vehicle formed to hold Ether, Incidental Rights or IR Virtual Currency pending distribution of such interests to the Shareholders or Other Staking Consideration;

(c)

Hold any cash (i) from the sale of Ether, Incidental Rights or, IR Virtual Currency or Other Staking Consideration or (ii) received as Other Staking Consideration, in each case, for more than thirty (30) Business Days prior to using such cash to pay Additional Trust Expenses, or to fund the redemption of Redemption Baskets, and distributing any remaining cash to the Shareholders;

(d)

If the redemption of Shares is not authorized pursuant to ‎Section 5.1, redeem any Shares other than upon the dissolution of the Trust;

(e)

If the redemption of Shares is authorized pursuant to ‎Section 5.1, redeem the Shares other than (i) to satisfy a Redemption Order from an Authorized Participant, (ii) as provided in ‎Section 5.2 or ‎Section 5.3 or (iii) upon the dissolution of the Trust;

(f)

Borrow money from, or loan money to, any Shareholder, the Sponsor or any other Person provided that, for the avoidance of doubt, the Trust shall not be prohibited from entering into any Liquidity Management Solutions for which the Staking Condition has been satisfied;

(g)

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 for (i) liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established and (ii) liens by the Trustee against the Trust property as security for any amounts owing to the Trustee hereunder;

(h)

Commingle the Trust Estate with the assets of any other Person; provided that, for the avoidance of doubt, a portion of the Trust Estate may be held in the Settlement Balance from time to time in order to facilitate the creation and redemption of Shares;

(i)

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;

(j)

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 canceled by the Trust without penalty on one hundred twenty (120) 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;

(k)

Enter into any exclusive brokerage contract;

(l)

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

(m)

NotwithstandingSubject to Section 1.5(c), but notwithstanding any other provision of this Trust Agreement, including Section 6.4(b), take any action that could cause the Trust to be treated other than as a grantor trust for U.S. federal income tax purposes. ; or

(n)

Engage in any form of Staking, except to the extent the Staking Condition has been satisfied with respect thereto.

SECTION 6.5

Liability of Covered Persons.

(a)

A Covered Person shall have no liability to the Trust or to any Shareholder or 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 Ether transferred, or the purchase price otherwise paid, by a Shareholder for its Shares, it being expressly agreed that any such return 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 delegate selected by the Sponsor with reasonable care.

SECTION 6.6

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, the Sponsor 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 subject to the standard of care set forth in Section 6.5 herein. The provisions of this Trust Agreement, to the extent that they 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 and the Trustee 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.

(c)

The Sponsor and any Affiliate of the Sponsor 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 6.7

Indemnification of the Sponsor.

(a)

The Sponsor shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, 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. 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.

(b)

Notwithstanding the provisions of ‎Section 6.7(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.

(c)

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.

(d)

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; (ii) the legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder and a court of competent jurisdiction specifically approves such advance; and (iii) 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 6.7.

(e)

The term “Sponsor” as used only in this ‎Section 6.7 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.

(f)

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 affairs, 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 6.8

Expenses and Limitations Thereon.

(a)

Sponsor’s Fee.

(i)

The Trust shall pay to the Sponsor a fee (the “Sponsor’s Fee”), payable in Ether (except as provided in Section 6.8(a)(iv)), which shall accrue daily in U.S. Dollars at an annual rate of 0.250.15% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a Business Day, the calculation shall be based on the NAV Fee Basis Amount from the most recent Business Day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent Business Day and for each day after such most recent Business Day and prior to the relevant calculation date. The amount of Ether payable in respect of each daily U.S. Dollar accrual shall be determined by reference to the same Index Price used to determine such accrual. The Sponsor’s Fee is payable to the Sponsor daily in arrears.

(ii)

Except as provided in Section 6.8(a)(iv), to cause the Trust to pay the Sponsor’s Fee, the Sponsor shall instruct the Custodian to withdraw from the Ether Account the number of Ether equal to the accrued but unpaid Sponsor’s Fee and transfer such Ether to the account designated by the Sponsor at such times as the Sponsor determines in its absolute discretion.

(iii)

After the payment of the Sponsor’s Fee to the Sponsor, the Sponsor may elect to convert the Ether it receives into U.S. Dollars. The Shareholders acknowledge that the rate at which the Sponsor converts such Ether to U.S. Dollars may differ from the rate at which the Sponsor’s Fee was initially converted into Ether. The Trust shall not be responsible for any fees and expenses incurred by the Sponsor to convert Ether received in payment of the Sponsor’s Fee into U.S. Dollars.

(iv)

If the Trust holds any Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration at any time, the Trust may pay the Sponsor’s Fee, in whole or in part, with such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration by transferring such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to the Sponsor; provided that the Trust shall use Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to pay the Sponsor’s Fee only if such transfer does not otherwise conflict with the terms of this Trust Agreement. In the case of Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash, such Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash shall be transferred at a value to be determined in good faith by the Sponsor. If the Trust pays the Sponsor’s Fee in Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration, in whole or in part, the amount of Ether that would otherwise have been used to satisfy such payment shall be correspondingly reduced.

(v)

The Sponsor may, from time to time, temporarily waive all or a portion of the Sponsor’s Fee in its sole discretion.

(vi)

As partial consideration for receipt of the Sponsor’s 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, (iii) the Custodian Fee, (iv) the Transfer Agent fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given Fiscal Year, (vii) ordinary course legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’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 Additional Trust Expenses as set forth in ‎Section 6.8(b) shall be deemed to be Additional Trust Expenses and not a Sponsor-paid Expense.

(vii)

In addition to the Sponsor’s Fee, and as partial consideration for the Sponsor’s facilitation of Staking, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect thereto, the Sponsor shall be entitled to receive a fee (the “Sponsor’s Staking Fee”), payable in Ether (or, if

applicable, in the form of any Other Staking Consideration), which shall accrue daily in U.S. Dollars in an amount calculated as a per annum percentage of any Staking Consideration received by the Trust, as may be directed by the Sponsor in its sole discretion and disclosed in the Trust’s filings with the SEC from time to time. The Sponsor’s Staking Fee is payable to the Sponsor daily in arrears.

(viii)

The Sponsor may, from time to time, temporarily waive all or a portion of the Sponsor’s Staking Fee in its sole discretion.

(b)

Additional Trust Expenses.

(i)

(ii)

To cause the Trust to pay the Additional Trust Expenses, if any, the Sponsor or its delegates (i) shall instruct the Custodian to withdraw Ether from the Ether Account in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such Ether into U.S. Dollars or other fiat currencies at the Actual Exchange Rate or (y) cause the Trust (or its delegate) to deliver such Ether in kind in satisfaction of such Additional Trust Expenses.

(iii)

If the Trust holds any Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration at any time, the Trust may pay any Additional Trust Expenses, in whole or in part, with such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration by entering into an agreement with the relevant payee and transferring such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to that payee at a value to be determined pursuant to such agreement; provided that the Trust shall use Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration to pay Additional Trust Expenses only if such transfer does not otherwise conflict with the terms of this Trust Agreement. In the case of Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash, such Incidental Rights or, IR Virtual Currency or Other Staking Consideration other than cash shall be transferred at a value to be determined in good faith by the Sponsor. If the Trust

pays the Additional Trust Expenses in Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration, in whole or in part, the amount of Ether that would otherwise have been used to satisfy such payment shall be correspondingly reduced.

(c)

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 6.9

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. If the withdrawing Sponsor is the last remaining Sponsor, the Shareholders holding Shares equal to at least a majority (over 50%) of the Shares 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 affairs of the Trust. If the Sponsor withdraws and a successor Sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.

SECTION 6.10

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 6.11

Bankruptcy; Merger of the Sponsor.

(a)

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.

(b)

To the fullest extent permitted by law, and on sixty (60) days’ prior written notice to the Shareholders of their right to vote thereon, if any such transaction is other than with an affiliated entity, 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 capital stock of the Sponsor or 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. 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 6.10 or an Event of Withdrawal for purposes of ‎Section 12.1(a)(iv).

ARTICLE VII

THE SHAREHOLDERS

SECTION 7.1

No Management or Control; 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 hereof, no Shareholder shall be bound by, or be personally liable for, the expenses, liabilities or obligations of the Trust in excess of its 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 its 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 owner of such Shares shall be deemed to be a Shareholder and 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)

The Shareholders shall have the right to obtain from the Sponsor information on all things affecting the Trust, provided that such information is for a purpose reasonably related to the Shareholder’s interest as a beneficial owner of the Trust.

(b)

The 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.

(c)

Except for the Shareholders’ transfer rights set forth in Article IV and the Shareholders’ redemption rights set forth in Article V hereof, 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. The Shareholder shall not have any right to bring an action for partition against the Trust.

(d)

Shareholders holding Shares representing at least a majority (over 50%) of the Shares may vote to appoint a successor Sponsor as provided in Section 6.10 or to continue the Trust as provided in ‎Section 12.1(a)(iv).

Except as set forth above, the Shareholders shall have no voting or other rights with respect to the Trust.

SECTION 7.3

Limitation of Liability.

(a)

Except as provided in ‎Section 6.7(f) hereof, and as otherwise provided under Delaware law, the 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 its 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 Shareholder is 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 it is a beneficial owner of one or more Shares as a Shareholder.

(c)

Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Sponsor on behalf of the Trust shall give notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of the Trust, and no resort shall be had to the Shareholders’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Trust Agreement and may contain any further recital that the Sponsor deems appropriate, but the omission thereof shall not operate to bind the Shareholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this ‎Section 7.3 shall diminish the limitation on the liability of the Trust to the extent set forth in ‎Section 3.6 hereof.

SECTION 7.4

Derivative Actions.

Subject to any other requirements of applicable law including Section 3816 of the Delaware Trust Statute, no Shareholder shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who (i) are not Affiliates of one another and (ii) collectively hold at least 10% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. This Section 7.4 shall not apply to any derivative claims brought under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.

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 and/or Other Staking Consideration 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 and/or Other Staking Consideration. 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, subject to Section 6.2(a) of this Trust Agreement. Any Person appointed as agent of the Shareholders pursuant to this Section 7.5(a) (i) shall receive an in-kind distribution of Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration on behalf of the Shareholders of record with respect to such distribution and (ii) 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 and/or Other Staking Consideration 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 and/or Other Staking Consideration, Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration 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 and/or Other Staking Consideration, including expenses incurred by such agent in connection with any post-distribution sale of such Incidental Rights and/or, IR Virtual Currency and/or Other Staking Consideration.

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 Filings.

Each Shareholder (or any permitted assignee thereof) hereby agrees that the Trust, the Sponsor (and with respect to Section 7.7(iii) hereof the Trustee) are authorized to (i) prepare and file registration statements with the SEC and take such action as is necessary from time to time to qualify the Shares for offering and sale under the federal securities laws of the United States, (ii) prepare and file any current or periodic reports that may be required under the Exchange Act, and (iii) execute, deliver and perform the agreements, acts, transactions and matters contemplated hereby or described in, or contemplated by, any such registration statements or such reports on behalf of the Trust without any further act, approval or vote of the Shareholders, notwithstanding any other provision of this Trust Agreement, 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 each Shareholder (or any duly constituted designee of a Shareholder) shall have, at all times during normal business hours, free access to and the right to inspect and copy the same for any purpose reasonably related to the Shareholder’s interest as a beneficial owner of the Trust. 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

Annual Updates, Quarterly Updates and Account Statements.

(a)

If the Shares are not then listed, quoted or traded on any Secondary Market or registered under the Securities Act or the Exchange Act, the Sponsor shall furnish each Shareholder with an annual report of the Trust within one hundred and eighty (180) calendar days after the Trust’s fiscal year (or as soon as reasonably practicable thereafter) including, but not limited to, annual audited financial statements (including a statement of income and statement of financial condition), prepared in accordance with GAAP and accompanied by a report of the independent registered public accounting firm that audited such statements.

(b)

If the Shares are then listed, quoted or traded on a Secondary Market or registered under the Securities Act or the Exchange Act, the Sponsor shall prepare and publish the Trust’s Annual Reports and Quarterly Reports as required by the rules and regulations of such Secondary Market or the SEC, as applicable.

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 to each Shareholder following the end of each Fiscal Year but, to the extent possible, no later than April 1. All such information shall be prepared, and all of the Trust’s tax returns shall be filed, in a manner consistent with the treatment of the Trust as a grantor trust. The Trust’s taxable year shall be the calendar year. The TrusteeTrust shall comply with all U.S. federal withholding requirements respecting distributions to, or receipts of amounts on behalf of, Shareholders that the TrusteeTrust reasonably believes are applicable under the Code. The consent of Shareholders shall not be required for such withholding.

SECTION 8.4

Calculation of NAV.

The Sponsor or its delegate shall calculate and publish the Trust’s NAV on each Business Day as of 4:00 p.m., New York time, or as soon as practicable thereafter. In order to calculate the NAV, the Sponsor shall:

Determine the Index Price as of such Business Day;

Add the U.S. Dollar value of Ether, calculated using the Index Price, receivable under pending Creation Orders, if any, determined by multiplying the number of the Creation Baskets represented by such Creation Orders by the Basket Amount and then multiplying such product by the Index Price;

Subtract the U.S. Dollar amount of accrued and unpaid Additional Trust Expenses, if any;

Subtract the U.S. Dollar value of the Ether, calculated using the Index Price, which are either (i) to be distributed under pending Redemption Orders, if any, determined by multiplying the number of Redemption Baskets represented by such Redemption Orders by the Basket Amount and then multiplying such product by the Index Price, or (ii) to be distributed to Shareholders pursuant to a binding obligation of the Trust following the declaration of an in-kind dividend (including through interests in any liquidating trust or other vehicle formed to hold Ether) (the amount derived from steps 1 through 5 above, the “NAV Fee Basis Amount”); and

Subtract the U.S. Dollar amount of the Sponsor’s Fee that accrues for such Business Day, as calculated based on the NAV Fee Basis Amount for such Business Day.; and

Subtract the U.S. Dollar amount of any Ether or Other Staking Consideration payable as part of the Sponsor’s Staking Fee that accrues for such Business Day.

SECTION 8.5

Maintenance of Records.

The Sponsor shall maintain for a period of at least six Fiscal Years (a) all books of account required by ‎Section 8.1 hereof; (b) a list of the names and last known address of, and number of Shares owned by, all Shareholders; (c) a copy of the Certificate of Trust and all certificates of amendment thereto; (d) executed copies of any powers of attorney pursuant to which any certificate has been executed; (e) copies of the Trust’s U.S. federal, state and local income tax returns and reports, if any; (f) copies of any effective written Trust Agreements, Authorized Participant Agreements, including any amendments thereto; and (g) 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 8.5 and the rules and regulations of any Secondary Market on which the Shares are listed, quoted or traded or, if applicable, the SEC with respect to the maintenance of records, the records shall be maintained pursuant to the rules and regulations of such Secondary Market or the SEC.

ARTICLE IX

FISCAL YEAR

SECTION 9.1

Fiscal Year.

The fiscal year of the Trust for financial accounting purposes (the “Fiscal Year”) shall begin on the 1st day of January and end on the 31st day of December of each year. The Fiscal Year in which the Trust shall terminate shall end on the date of such termination.

ARTICLE X

AMENDMENT OF TRUST AGREEMENT; MEETINGS

SECTION 10.1

Amendments to the Trust Agreement.

(a)

Amendment Generally.

(i)

Except as otherwise specifically provided in this Section ‎10.1, 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 declaration of trust and trust agreement. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by the Sponsor in its sole discretion; provided that unless, (x) pursuant to a final “determination” within the meaning of Section 1313(a) of the Code, it shall have been established that the Trust is other than a grantor trust for U.S. federal income tax purposes, (y) (i) the proposed amendment should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and (ii) the Sponsor shall have received a written opinion of a Tax Advisor to that effect or (z) the proposed amendment is necessary or desirable, as determined by the Sponsor in its reasonable discretion, to conform to any Tax Guidance setting forth, or relating to, the conditions under which a trust may engage in one or more forms of Staking while continuing to be classified as a grantor trust for U.S. federal income tax purposes, the Sponsor shall not be permitted to make any such restatement, amendment, or otherwise supplement this Trust Agreement, if such restatement, amendment or supplement wouldcould permit the Sponsor, the Trustee or any other Person to vary the investment of the Shareholders (within the meaning of Treasury Regulations Section 301.7701-4(c)) or wouldcould otherwise adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes.

(ii)

To the extent that a restatement, amendment or supplement to this Trust Agreement materially adversely affects the interests of the Shareholders as determined by the Sponsor in its sole discretion, such restatement, amendment or supplement shall not be effective any earlier than twenty (20) calendar days after receipt by the affected Shareholders of a notice provided by the Sponsor with respect to any such restatement, amendment or supplement of this Trust Agreement. Notice pursuant to this Section ‎10.1(a)(ii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.

(iii)

(ii) Any amendmentsIn lieu of restating, amending or supplementing this Trust Agreement pursuant to Section ‎10.1(a)(ii), the Sponsor may, in its sole discretion, condition any restatement, amendment and/or supplement to this Trust Agreement which materially adversely affects the interests of the Shareholders shall occur only upon the voteapproval of Shareholders holding Shares equal to at least a majority (over 50%) of the Shares (not including Shares

held by the Sponsor and its Affiliates). For all purposes of this Section 10.1,In the Sponsor’s sole discretion, the Sponsor may, but is not obligated to, provide that a Shareholder shall be deemed to consent to a modification orapprove to a restatement, amendment or supplement of this Trust Agreement pursuant to this Section ‎10.1(a)(iii) if the Sponsor has notified such Shareholder in writing of the proposed modification orrestatement, amendment or supplement and the Shareholder has not, within twenty (20) calendar days of such notice, notified the Sponsor in writing that the Shareholder objects to such modification or amendment. Notwithstanding anything to the contrary herein, noticeNotice pursuant to this Section ‎10.1(a)(iii) may be given by the Sponsor to the Shareholder by email or other electronic transmission and shall be deemed given upon receipt without requirement of confirmation.

(b)

Without limitation of the foregoing, the Sponsor may, without the approval of the Shareholders, amend the provisions of this Trust Agreement if the Trust is advised at any time by the Trust’s accountants or legal counsel that the amendments made are necessary to ensure that the Trust’s status as a grantor trust will be respected for U.S. federal income tax purposes.

(c)

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 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.

(d)

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 of the Sponsor, the Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Sponsor.

(e)

To the fullest extent permitted by law, no 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 10.1.

SECTION 10.2

Meetings of the Trust.

Meetings of the Shareholders may be called by the Sponsor in its sole discretion. The Sponsor shall furnish 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 ten (10) 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 13.6. 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 13.6 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 13.6.

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)

a U.S. federal or state regulator requires the Trust to shut down or forces the Trust to liquidate its Ether or seizes, impounds or otherwise restricts access to the Trust Estate;

(ii)

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 Index Price;

(iii)

any ongoing event exists that either prevents the Trust from converting or makes impractical the Trust’s reasonable efforts to convert Ether to U.S. Dollars; or

(iv)

a certificate of dissolution or revocation of the Sponsor’s charter is filed (and ninety (90) days have passed after the date of notice to the Sponsor of revocation without a reinstatement of the Sponsor’s charter) or the withdrawal, adjudication or admission of bankruptcy or insolvency of the Sponsor (each of the foregoing events an “Event of Withdrawal”) has occurred unless (i) at the time there is at least one remaining Sponsor or (ii) within ninety (90) days of such Event of Withdrawal Shareholders holding at least a majority (over 50%) of the Shares agree in writing to continue the affairs of the Trust and to select, effective as of the date of such event, one or more successor Sponsors.

(b)

The Sponsor may, in its sole discretion, dissolve the Trust if any of the following events occur:

(i)

the SEC determines that the Trust is an investment company required to be registered under the Investment Company Act of 1940;

(ii)

the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act;

(iii)

the Trust is determined to be a “money service business” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act and is required to comply with certain FinCEN regulations thereunder;

(iv)

the Trust is required to obtain a license or make a registration under any state law regulating money transmitters, money services businesses, providers of prepaid or stored value or similar entities, or virtual currency businesses;

(v)

the Trust becomes insolvent or bankrupt;

(vi)

the Custodian resigns or is removed without replacement;

(vii)

all of the Trust’s Ether are sold;

(viii)

the Sponsor determines that the size of the Trust Estate in relation to the expenses of the Trust makes it unreasonable or imprudent to continue the affairs of the Trust;

(ix)

the Sponsor receives notice from the IRS or from counsel for the Trust or the Sponsor that the Trust fails to qualify for treatment, or will not be treated, as a grantor trust under the Code;

(x)

the Trustee notifies the Sponsor of the Trustee’s election to resign and the Sponsor does not appoint a successor trustee within one hundred and eighty (180) days; or

(xi)

the Sponsor determines, in its sole discretion, that it is desirable or advisable for any reason to discontinue the affairs of the Trust.

(c)

The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his or her 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 or her death, he or she waives on behalf of himself or herself and his or her estate, and he or she directs the legal representative of his or her 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 account for 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) 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, 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 of the Trust Estate. Notwithstanding anything to the contrary herein, no distributions of Ether shall be made to Shareholders upon the dissolution of the Trust; provided that the Trust may distribute interests in any liquidating trust or other vehicle formed to hold Ether.

SECTION 12.3

Termination; Certificate of Cancellation.

Following the dissolution and 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 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.

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 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 ‎Section 1.5 and ‎Section 1.6, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. Subject to ‎Section 1.5 and ‎Section 1.6, 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, if applicable, or other applicable U.S. federal or state laws or the rules and regulations of any Secondary Market, 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. No Sponsor or Trustee shall 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

Counsel to the Trust.

Counsel to the Trust may also be counsel to the Sponsor and its Affiliates. The Sponsor may execute on behalf of the Trust and the Shareholders any consent to the representation of the Trust that counsel may request pursuant to the New York Rules of Professional Conduct or similar rules in any other jurisdiction (the “Rules”). The Shareholders acknowledge that the Trust has selected Davis Polk & Wardwell LLP as legal counsel to the Trust (“Trust Counsel”). Trust Counsel shall not represent any Shareholder in the absence of a clear and explicit agreement to such effect between the Shareholder and Trust Counsel (and that only to the extent specifically set forth in that agreement), and in the absence of any such agreement Trust Counsel shall owe no duties directly to a Shareholder. Each Shareholder agrees that, in the event any dispute or controversy arises between any Shareholder and the Trust, or between any Shareholder or the Trust, on the one hand, and the Sponsor (or an Affiliate thereof that Trust Counsel represents), on the other hand, that Trust Counsel may represent either the Trust or the Sponsor (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Shareholder hereby consents to such representation. Each Shareholder further acknowledges that, regardless of whether Trust Counsel has in the past represented any Shareholder with respect to other matters, Trust Counsel has not represented the interests of any Shareholder in the preparation and negotiation of this Trust Agreement.

SECTION 13.4

Merger and Consolidation.

Subject to the provisions of ‎Section 1.5 and ‎Section 1.6, 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 13.5

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 13.6

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, by email, 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. Any reports or notices by the Sponsor to the Shareholders which are given electronically shall be sent to the addresses set forth in the books and records of the Trust and shall be effective upon receipt without requirement of confirmation. Any notice to be given to owners of beneficial interests in the Shares shall be duly given if mailed or delivered to participants of The Depository Trust Company for delivery to such owners.

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 that the Trustee is required to provide shall be sent to:

if to the Trust, at

Grayscale Ethereum Mini Trust (ETH)ETF

290 Harbor Drive, 4th Floor

Stamford, CT 06902

Attention: Grayscale Investments Sponsors, LLC

if to the Sponsor, at

Grayscale Investments Sponsors, LLC

290 Harbor Drive, 4th Floor

Stamford, CT 06902

Attention: Edward McGee

SECTION 13.7

Counterparts; Electronic Signatures.

This Trust Agreement may be executed in one or more counterparts (including those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all 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 13.8

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 13.9

No Legal Title to Trust Estate.

Subject to the provisions of ‎Section 1.7 in the case of the Sponsor, the Shareholders shall not have legal title to any part of the Trust Estate.

SECTION 13.10

Creditors.

No creditors of any Shareholders shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies, with respect to, the Trust Estate.

SECTION 13.11

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 13.12

Goodwill; Use of Name.

No value shall be placed on the name or goodwill of the Trust, which shall belong exclusively to Grayscale Investments Sponsors, LLC.

SECTION 13.13

Alternative Procedures for Creation and Redemption.

(a)

Notwithstanding Sections 3.1, 3.3, 6.4(a) and 6.4(b), the Trust may, and the Sponsor shall have the power to cause the Trust to, create and issue Baskets in exchange for the receipt of cash from an Authorized Participant, but only if such creation and issuance is made in compliance with all of the following requirements:

(i)

On the date and by no later than the specified time established for the settlement of such creation and issuance, which date and time shall be fixed, under procedures to be adopted by the Sponsor, on the date a Cash Order for creation is placed and accepted, the Trust shall have received and be simultaneously in possession of (A) from the applicable Liquidity Provider, Ether in an amount equal to the Total Basket Amount in respect of such Cash Order (the “Required Creation Ether”) and (B) from such Authorized Participant, cash in an amount at least equal to the full purchase price to be paid by the Trust to such Liquidity Provider in exchange for the Required Creation Ether (such purchase price, the “Required Creation Cash,” and such receipt and simultaneous possession of the Required Creation Ether and the Required Creation Cash at or prior to such specified time, the “Creation Settlement Condition”); provided, that such cash shall be held by the Trust in a non-interest bearing account established solely for the purpose of creating, issuing and redeeming Shares in accordance with the terms of this Section 13.13;

(ii)

If the Creation Settlement Condition is met with respect to such Cash Order, the Sponsor shall cause the Trust to deliver, promptly and in full satisfaction of the Trust’s obligations to the applicable Liquidity Provider and such Authorized Participant in respect of such Cash Order, (A) to the applicable Liquidity Provider, the Required Creation Cash, and (B) to such Authorized Participant, (x) the Shares comprising the Creation Baskets to be issued pursuant to such Cash Order and (y) to the extent that the amount of cash previously received by the Trust from such Authorized Participant in connection with such Cash Order exceeded the Required Creation Cash, the amount of such excess cash;

(iii)

If, for any or no reason, the Creation Settlement Condition is not met with respect to such Cash Order, the Sponsor shall cause the Trust to return, promptly and in full satisfaction of the Trust’s obligations to the applicable Liquidity Provider and Authorized Participant in respect of such Cash Order, any and all cash and Ether previously received by the Trust in connection with such Cash Order to such Authorized Participant (in the case of cash) or Liquidity Provider (in the case of Ether); and

(iv)

The Sponsor, such Authorized Participant and the applicable Liquidity Provider shall have agreed, as a condition to the participation in the consummation of such Cash Order, (A) to fully (and without exception) exculpate the Trust with respect to, and to irrevocably waive any and all claims against the Trust or the Trust Estate arising from or in connection with, such Cash Order and

(B) to fully indemnify and hold the Trust harmless against any failure by such person to perform its obligations in respect of such Cash Order.

(b)

Notwithstanding Section 5.2, during any time at which the Sponsor has authorized a redemption program, the Trust may, and the Sponsor shall have the power to cause the Trust to, redeem Baskets in exchange for the delivery of cash to an Authorized Participant, but only if such redemption is made in compliance with all of the following requirements:

(i)

On the date and by no later than the specified time established for the settlement of such redemption, which date and time shall be fixed, under procedures to be adopted by the Sponsor, on the date a Cash Order for redemption is placed and accepted, the Trust shall have received and be simultaneously in possession of (A) from the applicable Liquidity Provider, cash proceeds from the sale of Ether in an amount equal to the Total Basket Amount in respect of such Cash Order (the “Required Redemption Cash”), provided, that such cash shall be held by the Trust in a non-interest bearing account established solely for the purpose of creating, issuing and redeeming Shares in accordance with the terms of this Section 13.13, and (B) from such Authorized Participant, the Shares comprising the Baskets to be redeemed pursuant to such Cash Order (such Shares, the “Required Redemption Shares,” and such receipt and simultaneous possession of the Required Redemption Cash and the Required Redemption Shares at or prior to such specified time, the “Redemption Settlement Condition”);

(ii)

If the Redemption Settlement Condition is met with respect to such Cash Order, the Sponsor shall cause the Trust to deliver, promptly and in full satisfaction of the Trust’s obligations to the applicable Liquidity Provider and such Authorized Participant in respect of such Cash Order, (A) to the applicable Liquidity Provider, Ether in an amount equal to the Total Basket Amount in respect of such Cash Order, and (B) to such Authorized Participant, the Required Redemption Cash;

(iii)

If, for any or no reason, the Redemption Settlement Condition is not met with respect to such Cash Order, the Sponsor shall cause the Trust to return, promptly and in full satisfaction of the Trust’s obligations to the applicable Liquidity Provider and Authorized Participant in respect of such Cash Order, any and all cash and Shares previously received by the Trust in connection with such Cash Order to such Authorized Participant (in the case of Shares) or Liquidity Provider (in the case of cash); and

(iv)

(c)

The Sponsor from time to time may, but shall have no obligation to, modify or supplement the requirements set forth in Section 13.13(a) and Section 13.13(b), but only if the Sponsor, with advice of counsel, has determined that creating or redeeming Shares (as the case may be) pursuant to such modified or supplemented requirements should not cause the Trust to be treated other than as a grantor trust for U.S. federal income tax purposes.

(d)

By the purchase and acceptance or other lawful delivery, acceptance or holding of the Shares, the Shareholders shall be deemed to have acknowledged and agreed that any action taken in the manner contemplated by this Section 13.13 shall be permitted under Section 1.5 and Section 6.4(m). For the avoidance of doubt, the definitions of any defined terms used in this Trust Agreement shall be deemed modified or supplemented to the extent necessary for the Sponsor and the Trust to effectuate any action taken in the manner contemplated by this Section 13.13; provided, however, that neither the Required Creation Cash nor the Required Redemption Cash shall be considered to be part of the Trust Estate.

SECTION 13.14

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 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Second Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.

CSC DELAWARE TRUST COMPANY,

as Trustee

By: ______________________________

Name: Gregory Daniels

Title: Vice President

GRAYSCALE INVESTMENTS SPONSORS, LLC, as Sponsor

By: ________________________________

Name: Edward McGee

Title: Chief Financial Officer

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

CERTIFICATE OF TRUST
OF
grayscale ETHEREUM MINI TRUST (ETH)

This Certificate of Trust of Grayscale Ethereum Mini Trust (ETH) (the “Trust”) is being duly executed and filed to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is Grayscale Ethereum Mini Trust (ETH).

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808.

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

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

By: _____________________________

Name: Gregory Daniels

Title: Vice President

[Signature Page]

GRAYSCALE ETHEREUM TRUST ETF Grayscale Ethereum Trust ETF c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 VOTE BY INTERNET – www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date. Have your consent card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date. Have your consent card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your consent card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [V40100-Y85242] KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY GRAYSCALE ETHEREUM TRUST ETF The Board of Directors unanimously recommends you consent FOR the following proposals: For Against Abstain APPROVAL OF ALLOWING THE SPONSOR TO CAUSE THE TRUST, IF CERTAIN CONDITIONS RELATING TO THE QUALIFICATION OF THE TRUST AS A GRANTOR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES ARE MET (FOR EXAMPLE, IF THE SPONSOR RECEIVES AN OPINION OF COUNSEL TO THE EFFECT THAT IT IS MORE LIKELY THAN NOT THAT TAKING SUCH ACTIONS WOULD CAUSE THE TRUST TO BE TREATED AS OTHER THAN A GRANTOR TRUST FOR SUCH PURPOSES), TO STAKE A PORTION OF THE ETHER HELD BY THE TRUST THROUGH THE ETHEREUM NETWORK’S PROOF-OF-STAKE VALIDATION PROTOCOL PURSUANT TO ARM’S LENGTH CONTRACTUAL ARRANGEMENTS WITH THE CUSTODIAN AND, EITHER DIRECTLY OR INDIRECTLY THROUGH AN ENGAGEMENT BY THE CUSTODIAN, ONE OR MORE STAKING PROVIDERS AND ACCEPTING ANY STAKING CONSIDERATION IN CONNECTION THEREWITH FOR THE ULTIMATE BENEFIT OF ETHE SHAREHOLDERS, AND HOLD ANY CONSIDERATION OTHER THAN ETHER RECEIVED BY THE TRUST FOR A LIMITED TIME, AS DESCRIBED IN THE SECOND AMENDMENT. APPROVAL OF ALLOWING THE SPONSOR TO MAKE (I) CERTAIN RESTATEMENTS, AMENDMENTS OR SUPPLEMENTS TO THE TRUST AGREEMENT IN ITS SOLE DISCRETION AND WITHOUT SHAREHOLDER CONSENT; PROVIDED THAT ANY RESTATEMENT, AMENDMENT OR SUPPLEMENT TO THE TRUST AGREEMENT WHICH MATERIALLY ADVERSELY AFFECTS THE INTERESTS OF THE SHAREHOLDERS AS DETERMINED BY THE SPONSOR IN ITS SOLE DISCRETION SHALL NOT BE EFFECTIVE ANY EARLIER THAN TWENTY (20) CALENDAR DAYS AFTER RECEIPT BY THE AFFECTED SHAREHOLDERS OF A NOTICE PROVIDED BY THE SPONSOR WITH RESPECT TO ANY SUCH RESTATEMENT, AMENDMENT OR SUPPLEMENT AND (II) CERTAIN OTHER RESTATEMENTS, AMENDMENTS OR SUPPLEMENTS TO THE TRUST AGREEMENT THAT COULD ADVERSELY AFFECT THE STATUS OF THE TRUST AS A GRANTOR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES, BUT ONLY IF CERTAIN CONDITIONS RELATING TO THE QUALIFICATION OF THE TRUST AS A GRANTOR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES ARE SATISFIED, AS DESCRIBED IN THE SECOND AMENDMENT.

APPROVAL OF ALLOWING THE SPONSOR TO RECEIVE A SPONSOR’S STAKING FEE IN ADDITION TO THE SPONSOR’S FEE UNDER THE TRUST AGREEMENT, AS PARTIAL CONSIDERATION FOR FACILITATING STAKING (IF AND TO THE EXTENT PERMITTED UNDER THE TRUST AGREEMENT), IN ANY AMOUNT OF THE STAKING CONSIDERATION RECEIVED BY THE TRUST IN THE SOLE DISCRETION OF THE SPONSOR, AS DESCRIBED IN THE SECOND AMENDMENT. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] date Signature (joint owners) date

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Important Notice Regarding the Availability of Proxy Materials: The Notice of Meeting and Proxy Statement is available at www.proxyvote.com [V40100-Y85242] WRITTEN CONSENT OF GRAYSCALE ETHEREUM TRUST ETF This written consent is solicited by the board of directors of GSO Intermediate Holdings Corporation, the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as sponsor (the “Sponsor”) of GRAYSCALE ETHEREUM TRUST ETF, a Delaware statutory trust (“GRAYSCALE ETHEREUM TRUST ETF”) The board of directors recommends that you consent to approve ALL of the proposals set forth on the reverse side. Please return this written consent no later than 4:00 p.m. (Eastern Time) on , 2025, which is the deadline GRAYSCALE ETHEREUM TRUST ETF has set for receipt of written consents. The shares will be tabulated and voted FOR or AGAINST the proposal as you indicate on the reverse side. Any written consent not returned will have the same effect as a vote FOR the proposals set forth on the reverse side. Any written consent signed and returned without indicating a decision on the proposals set forth on the reverse side will be voted FOR the proposals. The undersigned, being a holder of record as of the close of business on September 2, 2025 of common units of fractional undivided beneficial interest in, and ownership of, GRAYSCALE ETHEREUM TRUST ETF (the “Shares”) hereby consents, by written consent without a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware, to the actions as set forth on the reverse side with respect to all of the aforementioned Shares that the undersigned holds of record as of the close of business on September 2, 2025.

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