SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN CRYPTO TRUST FRANKLIN HOLDINGS, LLC,

SECOND AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST OF

FRANKLIN HOLDINGS, LLC,

as sponsor and

CSC DELAWARE TRUST COMPANY,

Dated as of February 4, 2025

TABLE OF CONTENTS

CONTENTS
ARTICLE I NAME, PURPOSE AND DEFINITIONS		1
	Section 1.01 Name.	1
	Section 1.02 Purpose.	1
	Section 1.03 Definitions.	2
	Section 1.04 Tax Treatment.	5
ARTICLE II SERIES AND SHARES		6
	Section 2.01 Division of Beneficial Interest; Establishment of Series and Classes.	6
	Section 2.02 Ownership of Shares.	7
	Section 2.03 Transfer of Shares.	7
	Section 2.04 Investments in a Series or Class.	8
	Section 2.05 Status of Shares and Limitation of Personal Liability.	8
	Section 2.06 Designation and Rights of Shares.	8
	Section 2.07 Fixing of Record Date.	10
	Section 2.08 Creations and Issuance of Creation Units.	10
	Section 2.09 Requirements for Deposits.	11
	Section 2.10 Redemption of Creation Units.	11
ARTICLE III TRUSTEE		12
	Section 3.01 Term; Resignation.	12
	Section 3.02 Duties.	12
	Section 3.03 Compensation and Expenses of the Trustee.	12
	Section 3.04 Liability of Trustee.	12
	Section 3.05 Indemnification.	15
	Section 3.06 Successor Trustee.	15
ARTICLE IV THE SPONSOR		16
	Section 4.01 Management of the Trust.	16
	Section 4.02 Authority of Sponsor.	16
	Section 4.03 Obligations of Sponsor.	17
	Section 4.04 Compensation of the Sponsor.	18
	Section 4.05 Liability of Sponsor and Indemnification.	18
ARTICLE V BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST		19
	Section 5.01 Books of Account.	19
	Section 5.02 Certificate of Trust.	19
ARTICLE VI AMENDMENT OF TRUST AGREEMENT		20
ARTICLE VII TERM		20
ARTICLE VIII TERMINATION/REORGANIZATION		20
	Section 8.01 Termination of the Trust or any Series or Class.	20
	Section 8.02 Merger and Consolidation.	21
	Section 8.03 Dissolution of Sponsor Not to Terminate Trust.	21
ARTICLE IX MISCELLANEOUS PROVISIONS		21
	Section 9.01 Certain Matters Relating to Shareholders.	21
	Section 9.02 Delaware Law to Govern; Consent to Jurisdiction.	22
	Section 9.03 Provisions in Conflict with Law or Regulations.	23
	Section 9.04 Notices.	24
	Section 9.05 Headings.	24
	Section 9.06 Derivative Actions.	24

	Section 9.07 Counterparts.	25
	Section 9.08 Corporate Transparency Act.	25
	Section 9.09 Tax Matters.	25
	Section 9.10 Tax Information.	27

FRANKLIN CRYPTO TRUST

SECOND AMENDED AND RESTATED

This Second Amended and Restated Agreement and Declaration of Trust (the “Trust Agreement”), dated as of February 4, 2025, is between Franklin Holdings, LLC, a Delaware limited liability company, as sponsor (the “Sponsor”), and CSC Delaware Trust Company, a Delaware trust company, as Delaware trustee (the “Trustee” or “Delaware Trustee”).

W I T N E S S E T H:

WHEREAS, the Sponsor and the Trust previously entered into an Amended and Restated Agreement and Declaration of Trust, dated as of December 18, 2024 (the “Initial Agreement”); and

ARTICLE I
NAME, PURPOSE AND DEFINITIONS

Section 1.01 Name.

This trust shall be known as the “Franklin Crypto Trust.” The Sponsor and the Trustee shall conduct the business of the Trust under this name or any other name as the Sponsor may from time to time determine in its sole discretion. Any name change shall become effective on the execution by the Sponsor of an instrument setting forth the new name and the filing of a certificate of amendment by the Trustee pursuant to Section 3810(b)(1) of the Delaware Act. Any change in name of the Trust or any Series of the Trust (as defined in Article I, Section 1.03) shall not require the approval of Shareholders. A change in name of the Trust in accordance with this section shall have the status of an amendment to this Trust Agreement.

Section 1.02 Purpose.

The purpose of the Trust is to provide Shareholders of each Series with direct or indirect exposure to Digital Assets, including Series that hold, or provide the economic effect of holding, Digital Assets, and to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to that

Section 1.03 Definitions.

Whenever used herein, unless otherwise required by the context or specifically provided:

“Fork” means non-backward compatible change to the Digital Asset Blockchain and the source code of the original Digital Asset Network which results in the original Digital Asset Network and the original Digital Asset Blockchain existing side-by-side, but incompatible, with a new

network and a new blockchain, and leads to the creation of a new asset running on the new blockchain.

“Initial Agreement’ shall have the meaning assigned to such term in the recitals hereto.

“IRS” means the U.S. Internal Revenue Service.

“IR Virtual Currency” means any virtual currency or right acquired by the Trust through the exercise of any Incidental Right.

Section 1.04 Tax Treatment.

The Fund shall be treated as a partnership for U.S. federal, state and local tax purposes, and the Auditor shall timely file any and all forms required to give effect to such treatment. Each Shareholder shall be treated as a partner of the Fund for all U.S. federal, state and local tax purposes and shall not take a position on his or her U.S. federal, state or local tax or information returns that is inconsistent with such treatment. Each Shareholder shall provide the Sponsor with the information required by Section 6031(c) of the Code and the information necessary for the Sponsor to comply with Treasury Regulation Section 1.743-1(k) timely and shall provide such other information or certifications as the Sponsor or the Auditor reasonably requires for tax purposes and reasonably requests. The Sponsor will timely prepare and file a partnership information return (IRS Form 1065) with the IRS for each taxable year of the Fund and will

report to each Shareholder his or her allocable share of items of income, gain, loss, deduction, expense and credit of the Fund on Schedule K-1 to IRS Form 1065.

Each Shareholder agrees that it shall not, except as required by applicable law, (i) treat, on its own income or information tax returns or any information returns that it provides to any broker, nominee or beneficial owner in respect of its Shares, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Fund as reflected on the Schedule K-1 to IRS Form 1065 or other information statement furnished to such Shareholder pursuant to this Section 1.4 or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

ARTICLE II
SERIES AND SHARES

Section 2.01 Division of Beneficial Interest; Establishment of Series and Classes.

pursuant to this Trust Agreement, shall be enforceable against the assets associated with such Series only and not against the assets of the Trust generally or any other Series thereof, and, except as otherwise provided in this Trust Agreement, none of the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.

All Shares issued hereunder shall be fully paid and non-assessable. Unless otherwise determined by the Sponsor, no Share shall have any priority or preference over any other Share of the same Series or Class with respect to assets of such Series or Class. Unless otherwise determined by the Sponsor, all distributions, if any, shall be made ratably among all Shareholders of a Series or Class from the assets held with respect to such Series or Class according to the number of Shares of such Series or Class held of record by such Shareholders on the record date for any distribution or on the date of termination of the Trust, Series or Class, as the case may be. Except as otherwise provided by the Sponsor, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Every Shareholder, by virtue of having purchased or acquired a Share, shall have expressly consented and agreed to be bound by the terms of this Trust Agreement.

The Sponsor shall have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders of any Series or Class: (i) to establish and designate and to change in any manner any Series or Class and to fix such preferences, voting powers, rights, duties and privileges of each Series or Class as the Sponsor may from time to time determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to any existing Series or Class and may be limited to specified property or obligations of the Trust or gains and losses associated with specified property or obligations of the Trust; (ii) to divide the beneficial interest in each Series or Class into an unlimited amount of Shares, with or without par value, as the Sponsor shall determine; (iii) to issue Shares without limitation as to number (including fractional Shares), to such Persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, if any, at such time or times and on such terms as the Sponsor may deem appropriate; (iv) to divide or combine the Shares or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series or Class in the assets held with respect to that Series or Class; (v) to classify or reclassify any issued Shares of any Series or Class into shares of one or more Series or Class; and (vi) to take such other action with respect to the Shares as the Sponsor may deem desirable.

Section 2.02 Ownership of Shares.

The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and Class, as applicable. No certificates certifying the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of Share certificates, transfer of Shares of each Series or Class and similar matters. The record books of the Trust as kept by the Trust, or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of each Series and Class held from time to time by each.

Section 2.03 Transfer of Shares.

Except as otherwise provided by the Sponsor, Shares shall be transferable on the books of the Trust only by the record holder thereof or by their duly authorized agent upon delivery to the Sponsor, the Trust’s transfer or similar agent or other Person designated by the Sponsor of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Sponsor. Upon such delivery,

and subject to any further requirements specified by the Sponsor or contained in the By- Laws (if any), the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder.

Section 2.04 Investments in a Series or Class.

Investments in each Series or Class may be accepted by the Trust from such Persons, at such times and on such terms as the Sponsor from time to time may authorize. Each investment shall be credited to the Shareholder’s account in the form of full and fractional Shares of the Trust, in such Series and Class as the purchaser shall select, at the net asset value per Share determined for such Series or Class on the day the order to create or redeem Creation Units is properly received and accepted by the Trust or applicable Series; provided, however, that the Sponsor may, in its sole discretion, impose a sales charge, transaction fee or other charges upon investments in a Series or Class or place such other restrictions on investments in a Series or Class as the Sponsor, in its sole discretion, deems appropriate.

Section 2.05 Status of Shares and Limitation of Personal Liability.

The ownership of the Trust Property and the right to conduct the business of the Trust and each Series or Class described herein are vested exclusively in the Sponsor and the Trustee. The Shareholders of a Series or Class shall have no interest therein other than the beneficial interest in such Series or Class conferred by their Shares, and they shall have no right to call for any partition or division of any Trust Property, rights or interests of the Trust or a Series or Class, nor can they be called upon to share or assume any losses of the Trust or a Series or Class, or, subject to the right of the Sponsor to charge certain expenses directly to Shareholders, suffer an assessment of any kind by virtue of their ownership of Shares. Every Shareholder, by virtue of having purchased a Share, shall become a Shareholder of the Series or Class whose Share or Shares it has purchased and shall be held to have expressly assented and agreed to be bound by the terms hereof and to have become a party hereto. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust or a Series or Class shall not operate to terminate the Trust or such Series or Class, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or such Series or Class, the Sponsor or the Trustee, but entitles such representative only to the rights of such Shareholder under this Trust Agreement. Ownership of Shares shall not constitute the Shareholders as partners except for all U.S. federal, state and local tax purposes. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Trust Agreement or as specified by the Trust or the Sponsor when creating the Shares). No Shareholder of a Series or Class shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law.

Section 2.06 Designation and Rights of Shares.

Each Series and Class shall be separate and distinct from any other Series or Class. Separate and distinct records on the books of the Trust shall be maintained for each Series and Class. The assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series. Shares of each Series or Class, unless otherwise provided in the resolution establishing such Series or Class, shall have the following relative rights and preferences:

Subject to the right of the Sponsor in its discretion to allocate General Liabilities as provided herein, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series, whether such Series is now authorized and existing pursuant to this Trust Agreement or is hereafter authorized and existing pursuant to this Trust Agreement, shall be enforceable against the assets held with respect to such particular Series only, and not against the assets of any other Series or the General Assets of the Trust and none of the General Liabilities of the Trust or the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other Series thereof shall be enforceable against the assets held with respect to such particular Series. Notice of this limitation on liabilities between and among Series is set forth in the Certificate of Trust, and by giving such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities between and among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) are applicable to the Trust and each Series.

Section 2.07 Fixing of Record Date.

Whenever any distribution will be made, or whenever the Trust receives notice of any solicitation of proxies or consents from Shareholders, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor shall find it necessary or convenient in respect of any matter, the Sponsor shall fix a record date for the determination of the Shareholders who shall be (i) entitled to receive such distribution or the net proceeds of the sale thereof, (ii) entitled to give such proxies or consents in respect of any such solicitation, (iii) entitled to receive Shares of a Series or Class as a result of any such split, reverse split or other change and (iv) entitled to act in respect of any other matter for which the record date was set. Subject to applicable law and this Trust Agreement, Sponsor shall have sole discretion to fix such record date.

Section 2.08 Creations and Issuance of Creation Units.

Section 2.09 Requirements for Deposits.

The Sponsor shall accept delivery of the Digital Assets and/or cash by such means as the Sponsor in its sole discretion, from time to time, may determine to be acceptable for the Trust on behalf of a Series.

Section 2.10 Redemption of Creation Units.

ARTICLE III
TRUSTEE

Section 3.01 Term; Resignation.

Section 3.02 Duties.

Section 3.03 Compensation and Expenses of the Trustee.

The Trustee (or any successor Trustee) shall be entitled to receive compensation from the Sponsor or from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time in writing by the Trustee and the Sponsor or the Trust. Subject to prior written notification and approval of the Sponsor, which shall not be unreasonably withheld, the Trustee may consult with counsel (who may be counsel for the Sponsor or for the Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Trustee pursuant to this Section 3.03, provided that no such fees shall be payable to the extent that they are incurred as a result of the Trustee’s gross negligence, bad faith or willful misconduct. Notwithstanding any other provision of this 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 Agreement will be payable only in U.S. Dollars.

Section 3.04 Liability of Trustee.

The Trustee shall not be liable for the acts or omissions of the Sponsor, nor shall the Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under this Trust Agreement. The Trustee shall not be liable under any circumstances, except for a breach of its obligations pursuant to this Trust Agreement or its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation:

Section 3.05 Indemnification.

The Trustee (individually and in its capacity as such) or any officer, Affiliate, director, employee, or agent of the Trustee (each an “Indemnified Person”) shall be entitled to indemnification from the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including the reasonable fees and expenses of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights hereunder, and including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Trust Agreement 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 such Indemnified Person. The obligations of the Trust to indemnify the Indemnified Persons as provided herein shall survive the termination of this Trust Agreement. 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.

Section 3.06 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 Act. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Sponsor and any fees and expenses due to the outgoing Trustee are paid or waived by the outgoing Trustee. Following compliance with the preceding sentence, the successor shall become fully vested with 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 herein. If no successor Trustee shall have been appointed and shall have accepted such appointment within sixty (60) days after the giving of such notice of resignation or removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 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. Any successor Trustee shall file any necessary amendments to the certificate of trust with the Secretary of State.

ARTICLE IV
THE SPONSOR

Section 4.01 Management of the Trust.

Pursuant to Sections 3806(a) and 3806(b)(7) of the Delaware Act, the Trust shall be managed by the Sponsor and the conduct of the Trust’s business shall be controlled and conducted solely by the Sponsor in its sole discretion in accordance with this Trust Agreement. 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 except as limited, restricted or prohibited by the express provisions of this Trust Agreement (e.g., see Section 1.04). The enumeration of any specific power in this Trust Agreement shall not be construed as limiting the aforesaid or any other power.

Section 4.02 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 (e.g., see Sections 1.02 and 1.04) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:

Section 4.03 Obligations of Sponsor.

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

Section 4.04 Compensation of the Sponsor.

The Sponsor shall be entitled to compensation for its services as Sponsor of the Trust as set forth in the Sponsor Agreement. The Trustee shall have no liability or responsibility for amounts paid to the Sponsor pursuant to this Section 4.04. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of its fee payable under this Section 4.04. The Sponsor is under no obligation to waive its fees hereunder, and any such waiver shall create no obligation to waive fees during any period not covered by the applicable waiver. Any fee waiver by the Sponsor shall not operate to reduce the Sponsor’s obligations hereunder.

Section 4.05 Liability of Sponsor and Indemnification.

ARTICLE V
BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST

Section 5.01 Books of Account.

Proper books of account for each Series and Class 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 each Series’ business as are required by the Securities Act of 1933, as amended, and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust, the Administrator or any other service provider engaged by the Sponsor to perform such service.

Section 5.02 Certificate of Trust.

Except as otherwise provided in the Delaware Act or this Trust Agreement, the Sponsor shall not be required to mail a copy of any Certificate of Trust filed with the Secretary of State of the State of Delaware to each Shareholder; however, such certificates shall be maintained at the principal office of the Trust and shall be available for inspection and copying by the Shareholders in accordance with this Trust Agreement.

ARTICLE VI
AMENDMENT OF TRUST AGREEMENT

Except as specifically provided herein, the Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement this Trust Agreement by making an amendment, a Trust Agreement supplemental hereto, or an amended and restated trust agreement, provided that no such amendment may be made if it would adversely affect the status of the Fund as a partnership for U.S. federal income tax purposes.  Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by Sponsor in its sole discretion. Any amendment to the Trust Agreement that affects the immunities, indemnities, privileges, duties, liabilities, rights or protections of the Trustee shall require the Trustee’s prior written consent, which it may grant or withhold in its sole discretion.

ARTICLE VII
TERM

The term for which the Trust and each Series shall exist shall be perpetual, unless terminated pursuant to the provisions of Article VIII hereof or as otherwise provided by law.

ARTICLE VIII
TERMINATION/REORGANIZATION

Section 8.01 Termination of the Trust or any Series or Class.

Section 8.02 Merger and Consolidation.

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) a Series or Class of the Trust to be consolidated with, or to sell all or substantially all of its assets to, another Series or Class of the Trust or another series or class of another trust or company; (iii) the Shares of a Class of a Series to be converted into another class of the same Series; (iv) the Shares of the Trust or any Series to be converted into beneficial interests in another statutory trust (or series thereof); or (v) the Shares of the Trust or any Series or Class to be exchanged for shares in another trust or company under or pursuant to any state or federal statute to the extent permitted by law.

For the avoidance of doubt, the Sponsor, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i) - (v) above without any vote or other action of the Shareholders.

Section 8.03 Dissolution of Sponsor Not to Terminate Trust.

The dissolution of the Sponsor, or its ceasing to exist as a legal entity from, or for, any cause, shall not operate to terminate this Trust Agreement insofar as the duties and obligations of the Trustee are concerned.

ARTICLE IX
MISCELLANEOUS PROVISIONS

Section 9.01 Certain Matters Relating to Shareholders.

Section 9.02 Delaware Law to Govern; Consent to Jurisdiction.

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 9.02, 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 Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Series, 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 Act) pertaining to trusts which 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 Act shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. 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.

The parties hereto hereby (i) irrevocably submit to the non-exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement provided that suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended or any other claim for which the federal courts have exclusive jurisdiction and the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended or the rules and regulations promulgated thereunder and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by applicable law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or consequential damages or (y) request a trial by jury.

Section 9.03 Provisions in Conflict with Law or Regulations.

Section 9.04 Notices.

All notices and other communications under this agreement shall be in writing in English, signed by the party giving it, and shall be deemed given, if to the Trustee or the Sponsor, when delivered personally, on the next Business Day after delivery to a recognized overnight courier or mailed first class (postage prepaid) or when sent by facsimile to the parties (which facsimile copy shall be followed, in the case of notices or other communications sent to the Trustee or the Sponsor, by delivery of the original) at the following addresses (or to such other address as a party may have specified by notice given to the other parties pursuant to this provision):

To the Sponsor:

Franklin Holdings, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,

San Mateo, CA 94403-1906

Attention: ▇▇▇▇▇ ▇▇▇▇

To the Delaware Trustee:

CSC Delaware Trust Company

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

Wilmington, DE 19808

Attention: Corporate Trust Administration

Any notice to be given to a Shareholder shall be duly given if mailed or delivered to DTC Participants designated by DTC for delivery to Shareholders.

Section 9.05 Headings.

The headings used in this Trust Agreement have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Trust Agreement.

Section 9.06 Derivative Actions.

In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder or Shareholders may bring a derivative action on behalf of the Trust only if the following conditions are met:

In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of a Series or Class equally, that is, proportionately based on their number of Shares in such Series or Class, must be brought as a derivative claim subject to this Section 9.06 irrespective of whether such claim involves a violation of the Shareholders’ rights under this Trust Agreement or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim.

Notwithstanding the foregoing, however, if a provision of this Section 9.06 is found to violate the U.S. federal securities laws, then such provision shall not apply to any claims asserted under such U.S. federal securities law.

Section 9.07 Counterparts.

This Trust Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 9.08 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 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.

Section 9.09 Tax Matters.

Except as otherwise provided in this Trust Agreement, for any fiscal year of the Fund, allocations of individual items of income, gain, loss, deduction and credit shall be allocated among the Shareholders in a manner such that the capital account of each Shareholder, as of the last day of such fiscal year, is as nearly as possible, equal (proportionately) to the distributions that would be made to such Shareholder pursuant to Section 8.01 of this Trust Agreement if the Fund were dissolved, its affairs wound up and its assets sold for cash equal to their book value (determined in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)), all Fund liabilities were satisfied (limited with respect to each nonrecourse liability to the book value (determined in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) of the asset securing such liability) and the net assets were distributed in accordance with Section 8.01 to the Shareholders immediately after making such allocation, minus any obligation of a Shareholder to return amounts to the Fund, and minus the Shareholder’s share of “partnership minimum gain” (determined in accordance with Treasury Regulations Section 1.704-2(g)).

Section 9.10 Tax Information.

The Trust, on behalf of a Fund, shall use commercially reasonable efforts to deliver appropriate tax information (adequate to enable each Shareholder to complete and file its U.S. federal tax return) to each Shareholder as soon as practicable following the end of each Fiscal Year. If final tax information cannot be distributed by March 15 following the end of the immediately preceding Fiscal Year, estimated tax information shall be distributed no later than March 15. All such information shall be prepared, and all of the Fund’s tax returns shall be filed, in a manner consistent with the treatment of the Fund as a partnership.  The Fund’s taxable year shall be the calendar year unless another taxable year is required by law. The Fund shall comply with all U.S. federal withholding requirements applicable to distributions to, or receipts of amounts on behalf of, Shareholders that the Administrator reasonably believes are applicable under the Code. The consent of Shareholders shall not be required for such withholding.

[Signature Page Follows]

FRANKLIN HOLDINGS, LLC

as Sponsor

By:    /s/ ▇▇▇▇▇ ▇▇▇▇

Name:    ▇▇▇▇▇ ▇▇▇▇

Title:    President and Chief Executive Officer

CSC DELAWARE TRUST COMPANY,

as Delaware Trustee

By:   /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title:    Vice President