Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-020932

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0001892492

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.94A (ex10-94_a.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001892492

2026-05-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 1, 2026

EIGHTCO

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41033

87-2755739

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

101

Larry Holmes Drive

Suite

313

Easton,

18042

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (888) 765-8933

(Former

name or former address, if changed since last report)

Not

Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

ORBS

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

May 1, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Consulting Agreement (the “A&R

DACA”) with Worldcoin Tower LLC (the “Consultant”), which amends and restates in its entirety the Consulting Agreement

dated as of September 9, 2025, between the Company and the Consultant (the “Original DACA”), which was previously disclosed

in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2025.

Pursuant

to the A&R DACA, the Consultant will continue to provide consulting services with respect to the Company’s digital asset treasury

strategy and expands the scope of the Consultant’s engagement to a broader “Strategic Asset Strategy” consisting of

two components: (1) the Digital Asset Treasury Strategy, which remains focused on accumulating digital assets, and (2) a new Strategic

Investment Strategy, which is focused on deploying capital to invest in emerging companies.

The

A&R DACA also updates the applicable fee structure, whereby Company will pay the Consultant a consulting fee equal to 1.00% per annum

of assets under management (“AUM”), which includes both Treasury Assets and Investment Assets. The Consultant is also able

to earn certain one-time incentive milestone payments upon AUM first reaching $1 billion, $5 billion

and $10 billion, respectively, and in each case payable in cash or shares of the Company’s common stock.

The

other material terms of the A&R DACA remain substantially unchanged from the Original DACA. The foregoing description of the A&R

DACA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R DACA (excluding schedules

thereto), a copy of which is filed as Exhibit 10.94A hereto and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

10.94A*

Amended and Restated Consulting Agreement, dated May 1, 2026, between Eightco Holdings Inc. and Worldcoin Tower LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally

a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Dated:

May 1, 2026

EIGHTCO

HOLDINGS INC.

/s/

Kevin O’Donnell

Kevin

O’Donnell

Chief

Executive Officer

EX-10.94A

Filename: ex10-94_a.htm · Sequence: 2

Exhibit

10.94A

AMENDED

AND RESTATED CONSULTING AGREEMENT

This

AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”), effective as of May 1, 2026 (the “Effective

Date”), is entered into by and between Eightco Holdings Inc. (the “Client” or the “Company”)

and Worldcoin Tower LLC (the “Consultant” and, with the Client, the “Parties”). This Agreement

amends and restates in its entirety the original Consulting Agreement dated as of September 9, 2025 (the “Original Agreement”).

WHEREAS,

the Capital Raise has occurred and closed, and as required by the transaction documents for the Capital Raise, the Client appointed the

Consultant to provide consulting services regarding the digital assets of the Client under commercially reasonable terms;

WHEREAS,

the Board of Directors of the Client (the “Board”) determined to appoint the Consultant to provide such consulting

services, as of the date of the closing of the Capital Raise;

WHEREAS,

the Consultant wishes to be appointed by the Board for such purpose in accordance with the terms and conditions contained herein; and

WHEREAS,

the Parties wish to amend and restate the Original Agreement in its entirety to reflect the updated terms set forth herein.

NOW,

THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the sufficiency

of which is hereby acknowledged, the Parties agree to be bound on the terms and conditions set forth below:

Appointment of the Consultant. The Board hereby appoints the Consultant to provide certain consulting services with respect to the Strategic

Asset Strategy (as defined below) to the accounts, cryptocurrency wallets, or investment accounts identified in Schedule A attached

hereto (as may be amended from time to time by the Consultant) and maintained with one or more custodian(s), cryptocurrency wallet providers,

or financial institutions acceptable to the Client (the “Custodian(s)”). The Consultant hereby accepts this appointment

and agrees to provide such services on behalf of all assets within the Strategic Asset Strategy of the Client (the “Strategy

Assets”) upon the terms and conditions set forth herein. The Client agrees that affiliates of the Consultant (“Consultant

Affiliates”), or other service providers as selected by the Consultant, shall provide services to the Strategy Assets as needed

to further the Strategic Asset Strategy.

Treasury and Strategic Investments. The “Treasury” shall consist of (a) the net proceeds, after expenses, of

(i) the offering of the Client’s securities under the Securities Purchase Agreement, dated September 8, 2025, among the Client

and each purchaser identified on the signature pages thereto (the “Capital Raise”); (b) any other cash or Digital

Assets (as defined herein) designated as part of the “Treasury” by the Parties, as well as all proceeds of, income

on and additions or accretions to same, including, as applicable, all assets which are or were in the Treasury, but which are later staked

or restaked or otherwise not held by the Treasury on a temporary basis by operational partners selected by the Consultant, and which

are later returned to the Treasury, due to decentralized finance activities or other bona fide activities of such operational partners

in furtherance of the Strategic Asset Strategy; and (c) any other available assets placed in the Treasury by the Client (collectively,

the “Available Capital”). The allocation of Available Capital between the Digital Asset Treasury Strategy and the

Strategic Investment Strategy (each as defined below, and together, the “Strategic Asset Strategy”) shall be determined by

the Consultant in consultation with the Company. The Client acknowledges that the Available Capital constitutes only a part of the assets

of the Client, and will be held by the Custodian(s) in the name of the Client or its wholly owned subsidiary bankruptcy remote entity,

ORB Subsidiary One LLC, a Delaware limited liability company (the “Subsidiary LLC”), and that the Consultant and its

operational partners may act without regard to or consideration of any other assets that may from time to time be held by the Client

and shall have no responsibility, duty or liability with respect to any such other assets.

The

Consultant is engaged and directed by the Company to pursue the “Strategic Asset Strategy” in conjunction with operational

partners, using the Available Capital in the Treasury and held in the name of the Subsidiary LLC. The Strategic Asset Strategy shall

consist of two components: (1) the “Digital Asset Treasury Strategy,” which will be focused on engaging in opportunity seeking

activities with the goals of: (a) continually accumulating Digital Assets in value accretive ways, and (b) over time, increasing the

raw amount of Digital Assets in the Treasury, such that the amount of Digital Assets owned per Company common share is expected to increase

over time; and (2) the “Strategic Investment Strategy,” which will be focused on deploying capital to invest in other operating

companies as determined at the discretion of the Consultant in good faith. As used herein, Worldcoin (“WLD”), Ethereum

(“ETH”) and other cryptocurrency assets shall each be considered a “Digital Asset,” and collectively,

the “Digital Assets,” as determined at the discretion of the Consultant in good faith. Assets held pursuant to the Digital

Asset Treasury Strategy shall be referred to as the “Treasury Assets” and assets held pursuant to the Strategic Investment

Strategy shall be referred to as the “Investment Assets” (together with the Treasury Assets, the “Strategy Assets”).

The Parties acknowledge and agree that it is expected and accepted, in the course of the Digital Asset Treasury Strategy, which is long

only, that there is no prohibition against owning, holding, or using, for any time, stablecoins, derivatives, tokens, coins, hedged interests,

or other assets in furtherance of this strategy. The Consultant is authorized and empowered to select all operational partners to make,

or cause to be made, any and all transactions in furtherance of the Strategic Asset Strategy, including but not limited to swaps, staking

of any kind or type, re-staking, liquid staking, value farming activities, decentralized finance, hedging strategies, acquiring options

or derivatives, blockchain or smart contract interactions of any kind, known or unknown to the industry at the time of this Agreement,

in order to accumulate Digital Assets, and acquisitions of equity or debt interests in operating companies. The Client understands the

risks associated with these activities and hereby accepts such risks in furtherance of the Strategic Asset Strategy.

The

Parties agree that the Digital Asset Treasury Strategy is understood not to include “securities” as defined in the Investment

Advisers Act of 1940, as amended (the “Advisers Act”), unless otherwise agreed in writing. The Strategic Investment

Strategy may include investments in securities or other interests in operating companies. The Client understands and agrees that (i)

it is not engaging the Consultant to provide advice about securities or select any operational partners to provide services related to

securities under the Digital Asset Treasury Strategy and (ii) for so long as the Treasury Assets do not include securities and the services

of the operational partners selected by the Consultant hereunder are confined to non-securities-related activities with respect to the

Digital Asset Treasury Strategy, the Client is not an “advisory client” of the Consultant or any such operational partners

for purposes of the Advisers Act with respect to such activities, and to the fullest extent permitted by applicable law, shall not be

afforded the protections of advisory clients under the Advisers Act. For the avoidance of doubt, nothing in this Section 2 shall be construed

to limit or restrict the Consultant’s ability to select operational partners to manage the Strategy Assets in accordance with the

playbook set forth in Schedule B (the “Playbook”). In addition, nothing in this Agreement shall be read to

create any liability on the Consultant for loses, poor performance, negative yield, a decrease in the ratio of Digital Assets per share

of common stock of the Company (“Digital Assets per share”), a decrease in the raw amount of Digital Assets owned

by the Company, losses on Investment Assets, or any other activities of such operational partners unless rising to the level of gross

negligence or participating with operational partners in activities that may result in the dilution of Digital Assets per share. The

Client warrants and expressly states that it is not relying on any statement, promise or warranty outside of the four corners of this

Agreement and that the prudence of engaging in any particular opportunity seeking activity shall not be impacted

by the result.

Authority of Consultant.

(a)

Generally. The Consultant shall have the authority to select and engage operational partners to provide all services to participate

in activities related to or in furtherance of the Strategic Asset Strategy and the associated Playbook attached hereto, which is hereby

approved and agreed to by the Parties, including to select and engage operational partners to:

(i)

exclusively instruct the Custodian(s) to deliver an asset sold, exchanged or otherwise disposed of by the Treasury in exchange for cash

and to deliver cash to pay for assets delivered to the Custodian(s) that were acquired by the Treasury;

(ii)

exclusively instruct the Custodian(s) to exercise or abstain from exercising any option, privilege or right held in the Treasury;

(iii)

exclusively monitor the correct collection of income on the Treasury by the Custodian(s);

(iv)

at the valid direction of a majority of the Board (along with the concurring vote of the Chairman of the Board), release or otherwise

use assets from the Treasury to pay for the operations of the Company in the ordinary course of its business (excluding the operations

of the Subsidiary LLC, which are included within the operations of the Treasury), as contemplated by the Playbook;

(v)

execute, in the name and on behalf of the Client, all such documents and take all such other actions that the Consultant shall deem requisite,

appropriate or advisable to carry out its duties hereunder; provided that any actions authorized by this Agreement and executed

by the Consultant pursuant to the authority herein granted shall not cause any Treasury Assets to be custodied by any party other than

the Custodian(s);

(vi)

to engage such other independent agents, vendors, administrators, subadvisors,

attorneys and accountants as the operational partners who provide services to the Treasury may deem necessary or advisable to implement

the Strategic Asset Strategy and to instruct the Custodian(s) as necessary to pay on behalf of the Client all reasonable and documented

fees incurred in connection with such activities and engagements (including reasonable and documented legal and accounting fees and disbursements,

commissions, banking, brokerage, registration and private placement fees, and transfer, capital and other taxes, duties and other industry

standard costs), provided however that majority Board approval is required for any fee exceeding the greater of $1.0 million or 1% of

the annual average value of the Strategy Assets;

(vii)

take any other action with respect to any assets or property in the Treasury as necessary to carry out its obligations under this Agreement

(except that the Consultant and such operational partners are not authorized to withdraw any money or other property from the Treasury

either in the name of the Client or otherwise, except as expressly described herein).

Industry

standard fees associated with the execution of all of the actions of the subparts above, in all cases when reasonable or prudent, incurred

or approved by the Consultant, shall be approved and paid by the Client.

The

foregoing authority as conveyed by the Board shall remain in full force and effect unless and until validly terminated. A valid termination

of all or any portion of the foregoing authority requires a unanimous Board vote, in writing, delivered to the Consultant.

(b)

Power of Attorney. In furtherance of the authority set forth in paragraph (a) above, the Client hereby irrevocably designates

and appoints the Consultant (including its respective officers, directors, managers, members, employees and authorized agents) as its

agent and attorney-in-fact, with full power and authority and without further approval of the Client, in the Client’s name, place

and stead, to (i) negotiate, make, execute, sign, acknowledge, swear to, deliver, record and file any agreements, documents or instruments

which may be considered necessary or desirable by the Consultant or its operational partners to carry out fully the provisions of this

Agreement and (ii) to perform all other acts contemplated by this Agreement or necessary, advisable or convenient to carry out its duties

hereunder (subject at all times, however, to each and all of the limitations and stipulations set forth herein and in the Playbook set

forth in Schedule B); provided, however, that majority Board approval is required for any action exceeding the greater of $1.0

million or 1% of the annual average value of the Treasury Assets. Notwithstanding the foregoing and for the avoidance of doubt, the power

of attorney set forth in this Section 3(b) shall not permit the Consultant to take any action that would cause the Consultant to take

or have possession or “custody” of any cash, securities or any other assets of the Client, other than direct withdrawal of

the fees due to the Consultant in accordance with the terms of this Agreement. Because this limited power of attorney shall be deemed

to be coupled with an interest, it shall be irrevocable and survive and not be affected by the Client’s (or any of its subsidiaries’)

insolvency or dissolution. However, this limited power of attorney will become revocable upon the expiration of such interest and, therefore,

this limited power of attorney will terminate upon termination of this Agreement.

(c)

Compliance with the Playbook. The Client acknowledges and agrees that compliance with the Playbook shall be determined in accordance

with the Consultant’s internal systems. The Client understands and agrees that the Consultant does not guarantee or represent that

any objectives will be achieved by the Strategic Asset Strategy or that the services of the operational partners will meet any specific

performance standards. In the event of any material breach of the Playbook, the Consultant shall seek to engage operational partners

to return the Treasury to compliance with the Playbook as soon as reasonably practicable. Non-compliance with the Playbook is not a Cause

for termination of the Consultant. The Client and the Consultant understand and agree that (i) changes to the Playbook may be made from

time to time following the initial date of execution of this Agreement with the approval of the Parties and (ii) the Consultant may obtain

the approval of the Client from time to time for exceptions from the Playbook.

Custody of Assets.

(a)

Assets held by Custodian(s). All Treasury Assets shall be held in cryptocurrency wallets established and owned by Subsidiary LLC

and custodied by the Custodian and the Consultant shall select and engage operational partners to provide services to the Treasury with

only trade-only access. Investment Assets may be held by the Custodian(s) or such other financial institutions or custodians as may be

appropriate for the nature of such investments. Title to all Treasury Assets shall be held by Subsidiary LLC; provided that, for

convenience in buying, selling and exchanging certain assets, title to certain assets may be held in the name of the Custodian, or its

nominee, or the street name of the Client’s Custodian, or other operational partners, on a temporary basis. The Consultant does

not have any authority to, and shall not take any actions which would cause the Consultant to, by itself or in conjunction with its operational

partners, take or have possession or “custody” (or be deemed to have “custody”) of any cash, securities or any

other assets of the Client. Neither the Consultant nor any Consultant Affiliates shall take physical custody, possession, or have any

authority to take physical custody or possession of, or handle any cash, mortgages or deeds of trust, or other indicia of ownership of

any of the Strategy Assets. Notwithstanding any transactions authorized by this Agreement and executed by the Consultant pursuant to

authority granted herein, all Treasury Assets shall be custodied by the Custodian. The Consultant shall under no circumstances act as

a custodian for any account of the Treasury or take, have title, possession, or any authority to take physical custody or possession

of the Strategy Assets. Instructions by the Consultant to the Custodian(s) with respect to the Strategy Assets shall be made electronically

(e.g., through an API feed), in writing, or by other documented means agreeable to the Parties.

(b)

Expenses of the Custodian(s); No Liability. The Client shall pay all charges, fees and expenses of the Custodian(s) and any sub-custodian(s)

and any other operational partners for the Strategic Asset Strategy as selected and engaged by the Consultant. The fees charged to the

Client by the Custodian(s) are exclusive of, and in addition to, the fees, expenses and other charges of the Consultant discussed herein.

The Consultant shall have no liability with respect to the choice of Custodian(s) or any other operational partner or the loss of private

keys or access to any account of the Treasury unless rising to the level of gross negligence.

Management Fees; Account Expenses.

(a)

As compensation for the Consultant’s services rendered hereunder, the Client shall pay the fees described in Schedule C

attached hereto, including reasonable and documented expenses, as may be amended from time to time by written agreement of the Consultant

and the Client (the “Fee Schedule”). The Fee Schedule shall be deemed to have been adopted and made a part of this

Agreement as if fully rewritten herein. The Client hereby acknowledges that it is the Client’s responsibility to verify the accuracy

of the calculation of the Consultant’s fees.

(b)

The Client will be responsible for all of its overhead costs. The Client shall pay directly (or when necessary, reimburse the Consultant)

for all reasonable and documented expenses related to the setup and operations of the Treasury, which shall be paid or reimbursed by

the Client out of the Treasury Assets. The Consultant will provide the Client with an annual budget for Treasury operations that will

be prepaid quarterly by the Company upon approval of a majority of the Board.

The

Company acknowledges that the following types of fees shall be paid directly from the Treasury, by the Consultant, and that the amounts

of such fees may vary from time to time. These types of fee shall include, without limitation: (i) custodial fees; (ii) bank service

fees; (iii) commissions and all other trading transaction costs; (iv) clearing and settlement fees; (v) interest and withholding or transfer

taxes incurred in connection with trading for the Treasury; and (vi) any other reasonable and documented fees and expenses of operational

partners related to the activities of the Treasury.

(c)

In addition, the Client or the Treasury may incur an expense which forms part of a larger aggregate expense relating to a number of other

managed accounts or any type of pooled investment structure for which any operational partners (including any Consultant Affiliates)

shall provide services. If any such expenses are incurred they should be reasonably shared pro rata.

Representations of the Consultant. The Consultant represents to the Client as follows:

(a)

the Consultant is or will be validly existing and in good standing under the laws of its jurisdiction of organization, with the power

and authority to own its own properties and conduct its business as currently conducted;

(b)

the Consultant will obtain any governmental authorizations, approvals, consents or filings required in connection with the execution,

delivery or performance of this Agreement by the Consultant;

(c)

this Agreement constitutes a binding obligation of the Consultant, enforceable against the Consultant in accordance with its terms, except

as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding

in equity or at law; and

(d)

the execution, delivery and performance of this Agreement do not conflict with any obligation by which the Consultant is bound, whether

arising by contract, operation of law or otherwise, or any applicable law, in each case in a manner that would result in a material adverse

effect on the Consultant or the Client or that would materially impede the Consultant’s ability to perform its obligations hereunder.

The

foregoing representations and warranties shall be continuing during the Term (as defined below) of the Agreement, and if at any time

during the term of this Agreement any event has occurred which would make any of the foregoing representations and warranties untrue

or inaccurate in any material respect, the Consultant shall promptly notify the Client of such event.

Representations of the Client. The Client represents and warrants to the Consultant as follows:

(a)

the Client has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with

power and authority to own its own properties and conduct its business as currently conducted;

(b)

the Client and the Board has the authority to cause, and will cause, each of the following to be resolved in full force and performed,

and that there will be no effect of any latency between the execution of this Agreement and the adoption of any resolutions required

to effect: (1) that unanimous Board approval shall be required to change this Agreement and unanimous Board approval and majority shareholder

approval is required to change the Strategic Asset Strategy; (2) that at the closing of the Capital Raise, control over funds held with

the Custodian(s) was established with the Board, who has the authority to initiate the Strategic Asset Strategy (with the concurring

vote of the Chairman of the Board); (3) that the Company’s organizational documents shall be amended to comport with all provisions

of this Agreement as soon as practicable and that the Parties may validly proceed as though such resolutions have been adopted; (4) that

the Consultant shall be paid in accordance with the Fee Schedule and the Company directs the release of such fees as described herein;

and (5) that the Client will agree to a multisignature and operational security plan under separate cover as soon as practicable as approved

by the Board;

(c)

this Agreement constitutes a binding obligation of the Client, enforceable against the Client. The Client is a sophisticated party with

respect to the subject matter of this Agreement;

(d)

the execution, delivery and performance of this Agreement do not conflict with any obligation by which the Client is bound, whether arising

by contract, operation of law or otherwise, or any applicable law, in each case in any manner;

(e)

except in either case to the extent the Client has notified the Consultant in writing: (i) the Treasury Assets belong to the Client free

and clear of any liens or encumbrances, and (ii) the Client will not pledge or encumber any Treasury Assets;

(f)

the Client is not an investment company (as that term is defined in the Investment Company Act of 1940, as amended) however, no assurances

can be given that a federal or state regulatory will agree with the Company’s interpretation and application of their regulations;

(g)

the Client is experienced in engaging Consultants and is aware of the risks associated with such engagements in depth, and it understands

the risks associated with the activities contemplated hereby, including the risk that the Treasury could suffer substantial diminution

in value, including a complete loss;

(h)

the Client is an “accredited investor” as that term is or may in the future be defined in Rule 501 under the Securities Act

of 1933, as amended (the “Securities Act”);

(i)

the Client is a “United States person” as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended;

(j)

the Client is a “qualified institutional buyer” as defined in paragraph (a) of Rule 144A promulgated under the Securities

Act;

(k)

the Treasury Assets held in the Treasury are not: assets of an “employee benefit plan” as defined in and subject to the fiduciary

responsibility provisions of the U.S. Employee Retirement Security Act of 1974, as amended (“ERISA”); a “plan”

as defined in and subject to Section 4975 of the Code; a government plan, foreign plan, or church plan subject to laws similar to ERISA

or Section 4975 of the Code; or an entity that holds “plan assets” as defined in Section 3(42) of ERISA;

(l)

the Client represents and warrants that: (i) the monies being used by it to fund the Treasury and the Strategy Assets held in the Treasury

as of the Effective Date are not (A) derived from or related to any illegal activities, including but not limited to money laundering

activities, or (B) derived from, invested for the benefit of or related in any way to the governments of, or persons within, any country

under a U.S. embargo enforced by the U.S. Treasury Department’s Office of Foreign Assets Control; (ii) the opening, operation and

maintenance of the Treasury does not directly or indirectly contravene U.S. federal, state, international or other laws or regulations,

including anti-money laundering laws; and (iii) the cryptocurrency in the Treasury was, as of the initiation of the Strategic Asset Strategy,

thoroughly scanned and properly checked for any connection to illegal activity or prohibited funds;

(m)

neither the Client, nor any person controlling, controlled by, or under common control with it, nor any shareholder or other person having

a beneficial interest in the Client is a Prohibited Investor,1 and Treasury Asset are not being invested on behalf, or for

the benefit, of any Prohibited Investor. Neither the Client nor any director, officer, partner, member, affiliate, nor, if the Client

is an unlisted company, any shareholder or beneficial owner of the Client, is a Senior Foreign Political Figure,2 any member

of a Senior Foreign Political Figure’s Immediate Family3 or any Close Associate4 of a Senior Foreign

Political Figure unless the Client has notified the Consultant of such fact. The Client is not resident in, or organized or chartered

under the laws of, a jurisdiction that has been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act

as warranting special measures due to money laundering concerns.5 No Treasury Assets originate from, nor were they routed

through, an account maintained at a Foreign Shell Bank,6 an offshore bank, a bank organized or chartered under the laws

of a jurisdiction that has been designated by FATF as non-cooperative with international anti-money laundering principles or a financial

institution subject to special measures under Section 311 of the USA PATRIOT Act. If the Client or any person controlling, controlled

by, or under common control with the Client is organized under the laws of a country other than the United States to engage in the business

of banking, the Client or such person, as the case may be, either: (i) has a Physical Presence7 in a country in which the

Client (or such person) is authorized to conduct banking activities, at which address the Client (or such person): (a) employs one or

more persons on a full-time basis, (b) maintains operating records relating to its banking business, and (c) is subject to inspection

by the banking authority from which it obtained its banking license; or (ii) is affiliated with a financial institution that maintains

a Physical Presence in the United States or another country and is subject to supervision by a banking authority regulating such affiliated

financial institution; and the Client understands, acknowledges, represents and agrees that (i) it is the Consultant’s policy to

comply with anti-money laundering, embargo and trade sanctions, or similar laws, regulations, requirements (whether or not with force

of law) or regulatory policies to which it is or may become subject (collectively, “Requirements”) and to interpret

them broadly in favor of disclosure, (ii) the Consultant or its operational partners could be requested or required to obtain certain

assurances from the Client, disclose information pertaining to it to governmental, regulatory or other authorities or to financial intermediaries

or engage in due diligence or take other related actions in the future, (iii) the Client will provide additional information or take

such other actions as may be necessary or advisable for the Consultant or any operational partners to comply with any Requirements, related

legal process or appropriate requests (whether formal or informal) or otherwise, and (iv) the Consultant and the operational partners

may disclose to relevant third parties information pertaining to the Client in respect of Requirements or information requests related

thereto.

“Prohibited Investors” include: (1) a person or entity whose name appears on

the list of Specially Designated Nationals and Blocked Persons maintained by Office of Foreign Assets Control (“OFAC”)

or prohibited under OFAC country sanctions, or any blocked persons list maintained by a governmental or regulatory body as may become

applicable to the Trustee or Fund,

(2)

any Foreign Shell Bank, (as defined below), and (3) any person or entity resident in or whose funds are transferred from or through

an account in a jurisdiction that has been designated as non-cooperative with international anti-money laundering principles or procedures

by an intergovernmental group or organization, such as Financial Action Task Force (“FATF”), of which the U.S. is

a member and with which designation the U.S. representative to the group or organization continues to concur. See http://www.fatf-gafi.org

for FATF’s list of Non-Cooperative Countries and Territories.

“Senior Foreign Political Figure” means a current or former senior official in the executive,

legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior

official of a major non-U.S. political party, or a current or former senior executive of a non-U.S. government-owned commercial enterprise.

In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the

benefit of, a Senior Foreign Political Figure. Senior executives are individuals with substantial authority over policy, operations,

or the use of government-owned resources.

“Immediate Family” with respect to a Senior Foreign Political Figure, typically includes

the figure’s parents, siblings, spouse, children and in-laws.

“Close Associate” means, with respect to a Senior Foreign Political Figure, a person who

is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and

includes a person who is in a position to conduct substantial U.S. and non-U.S. financial transactions on behalf of the Senior Foreign

Political Figure.

Notice of jurisdictions that have been designated by the Treasury Department as a primary money laundering

concern under Section 311 are published in the Federal Register and on the website of the Treasury Department’s Financial

Crimes Enforcement Network (“FinCEN”) at https://www.fincen.gov/resources/statutes-and-regulations/311-special-measures.

FinCEN also issues advisories regarding jurisdictions that it deems to be deficient in their counter-money laundering regimes. Such advisories

are posted at https://www.fincen.gov/resources/advisoriesbulletinsfact-sheets/advisories.

6 “Foreign

Shell Bank” means a Foreign Bank without a Physical Presence (each as defined below) in any country but does not include a

Regulated Affiliate (as defined below). “Regulated Affiliate” means a Foreign Shell Bank that: (i) is an affiliate

of a depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country, as applicable;

and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit

union, or Foreign Bank. “Foreign Bank” means an organization that (i) is organized under the laws of a country outside

the United States; (ii) engages in the business of banking; (iii) is recognized as a bank by the bank supervisory or monetary

authority of the country of its organization or principal banking operations; (iv) receives deposits to a substantial extent in

the regular course of its business; and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies

of a foreign bank.

“Physical Presence” means a place of business that is maintained by a Foreign Bank and

is located at a fixed address, other than solely a post office box or an electronic address, in a county in which the Foreign Bank is

authorized to conduct banking activities, at which location the Foreign Bank: (i) employs one or more individuals on a full-time

basis; (ii) maintains operating records related to its banking activities; and (iii) is subject to inspection by the banking

authority that licensed the Foreign Bank to conduct banking activities.

(n)

The Client and/or the Custodian represents that it has in place, and has uniformly applied, anti-money laundering policies and procedures

reasonably designed to comply with the Requirements, including without limitation to verify the identity of any person controlling, controlled

by, or under common control with it, its shareholders and other persons having a beneficial interest in the Client and their respective

sources of funds. The Custodian appointed by the Consultant assumes all responsibility for AML and OFAC prohibitions and compliance therewith.

The

foregoing representations and warranties shall be continuing during the term of the Agreement, and if at any time during the term of

this Agreement any event has occurred which would make any of the foregoing representations and warranties untrue or inaccurate in any

material respect, the Client shall promptly notify the Consultant of such event.

Client Acknowledgements.

(a)

Cooperation. The Client acknowledges that the information provided by the Client on any Treasury account opening forms, including

without limitation, information pertaining to the Client’s legal or tax status, address or other contact information and the Playbook

will be relied upon by the Consultant, and the Client agrees that if any such information shall hereafter change or become inaccurate,

the Client shall notify the Consultant in writing of such change or inaccuracy as soon as practicable. The Client shall cooperate with

the Consultant in the performance of its services under this Agreement and, upon the Consultant’s reasonable request, shall provide

the Consultant with timely access to and use of personnel, facilities, equipment, data and information to the extent necessary to permit

the Consultant to perform its services under this Agreement.

(b)

Risk Factors; Conflicts of Interest; Non-Exclusive Management. The Client acknowledges that it understands the risks of managing

the Treasury and Investment Assets in conjunction with the Strategic Asset Strategy, and acknowledges and consents to such risks. The

Client acknowledges that in potential business activities the Consultant may be a related party of the Client or a Client Affiliate.

The Consultant shall devote such part of its time as the Consultant determines is reasonably needed for the services contemplated under

this Agreement; provided, however, that this Agreement shall not prevent the Consultant from rendering similar services

to other persons, trusts, corporations or other entities. Nothing in this Agreement shall limit or restrict the Consultant or any of

its officers, affiliates or employees or operational partners from, as permitted by law, buying, selling or trading in any asset for

its own or their own accounts. The Company acknowledges that the Consultant and its officers, affiliates and employees, and the Consultant’s

other clients, may as permitted by law at any time have, acquire, increase, decrease or dispose of positions which are at the same time

being acquired for or disposed of from the Treasury by operational partners. As permitted by law, the Consultant and such operational

partners shall have no obligation to acquire for the Treasury a position which such parties may acquire for its or their own accounts

or for the account of another client. The Client acknowledges that the Consultant is not a financial planner. Nothing contained herein

or provided hereby shall be construed as legal, tax or accounting advice by the Consultant.

(a)

Order Aggregation and Allocation. The Client acknowledges and agrees that the Consultant and/or its operational partners may manage

other portfolios, including some that may use strategies substantially similar to those of the Treasury, and expects that purchases or

sales of the same assets may be made on behalf of the Treasury and the other portfolios managed by the Consultant. The operational partners

selected and engaged by the Consultant may, but are not obligated to, aggregate orders for the purchase or sale of assets on behalf of

the Treasury with orders on behalf of other portfolios the such partners may manage. The Client acknowledges that, while such operational

partners will seek to allocate the opportunity to purchase or sell such assets among the Treasury and such other portfolios in a manner

it deems equitable over time, such operational partners can not assure equality of treatment among all of its clients.

(b)

Other Practices. The activities of the Treasury in accordance with the Consultant’s limited authority set forth herein shall

be carried out by the Consultant’s selection and engagement of operational partners (including traders, brokers and dealers) to

place orders to cause the sale or purchase or other disposition of allowable assets in accordance with the Playbook. The Client acknowledges

and agrees that the Consultant shall select such operational partners in the name and on behalf of the Client, which brokers or dealers

may be Consultant Affiliates. The Consultant shall designate the broker or brokers through which transactions for the Treasury are executed

at such prices and commissions that, in the Consultant’s good faith judgment, will be in the best interest of the Treasury. The

Consultant shall have authority to and may consider such factors as price, transaction costs, a broker’s or dealer’s ability

to effect the transactions, access to digital assets or other assets, reliability and financial responsibility, commitment of capital,

and the provision or payment by the broker of the costs of research and research-related services which are of benefit to the Consultant

or its clients, as well as other factors that the Consultant deems appropriate to consider under the circumstances, when selecting and

engaging such operational partners. Accordingly, when the Consultant selects operational partners to place orders for transactions for

the Treasury, in selecting brokers or dealers to execute such orders, the Client expressly authorizes the Consultant to consider the

fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of the Treasury directly

or indirectly. Without limiting the generality of the foregoing, the Consultant is authorized to cause the Treasury to pay brokerage

fees and commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Treasury or who

otherwise provide brokerage and research services utilized by the Consultant; provided that the Consultant determines in good

faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services

provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Consultant’s

overall responsibilities with respect to its duties as defined herein.

(c)

Controversies with Brokers. In the event of a controversy with any broker or other dealer regarding any transaction, the Consultant

shall advise the Client of such controversy and the circumstances thereof and thereafter the Consultant shall act in accordance with

any written instructions of the Client to the extent consistent with this Agreement. The Client shall, as shall be agreed upon by them,

determine whether any proceedings or other actions shall be instituted with respect to such controversy; provided, however,

that nothing herein shall be deemed to prohibit the Consultant from taking any action which it shall, under the circumstances then prevailing,

reasonably determine to be necessary or desirable to protect the interests of the Treasury or otherwise to carry out its duties and responsibilities.

(d)

Legal Proceedings. Unless otherwise agreed in writing by the Consultant, the Consultant shall have no obligations to take any

action on behalf of the Client in any legal proceedings, including bankruptcies or class actions, involving any securities held, or formerly

held, in the Treasury or issuers of such securities. At the Client’s request, the Consultant will endeavor to assist with administrative

matters in respect of any settlement or judgment. Nonetheless, this provision shall not apply for any actions involving the Consultant’s

conduct or the performance of its duties under this Agreement.

(e)

Agency Cross Transactions. Client hereby authorizes the Treasury to (with the participation of its operational partners) enter

into any “agency cross transactions” that may be effected by a Consultant Affiliate acting as broker for both the Treasury

and for the party on the other side of the transaction, in accordance with applicable law. The Client understands and agrees that the

Consultant or such Consultant Affiliate may receive commissions from, and have a potentially conflicting division of loyalties and responsibilities

regarding, both parties to such agency cross transactions.

Client Records, Reports and Transparency. The Consultant shall maintain the books and records pertaining to the management and

oversight of the Treasury throughout the Term of this Agreement and for a period of five years after the end of the year in which this

Agreement terminates. Such books and records shall be made available for inspection and copying at any time by the Client reasonably

requested and upon Client’s expense, upon no less than three (3) business days’ prior written notice.

10.

Liability.

(a)

Except in the cases of willful misconduct or gross negligence (each, a “Disqualifying Action”), none of the Consultant,

the Consultant Affiliates or their respective officers, directors, agents and employees (collectively, the “Covered Persons”)

shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any claims, liabilities, losses, trading

losses, damages, penalties, obligations or expenses of any kind whatsoever, including reasonable and documented attorneys’ fees

and court costs (“Losses”) suffered by the Client as the result of any act or omission by the Consultant in connection

with, arising out of or relating to the performance of its services hereunder. The Client further agrees that no Covered Person shall

be liable for any losses caused, directly or indirectly, by any act or omission of the Client or any act or omission by the Custodian,

any broker or dealer to which the Consultant or the Client directs transactions for the Treasury, any other operational partner or third

party service provider selected by the Consultant to act on behalf of the Client, or by any other non-party, unless such acts, omissions

or other conduct is at the direction of the Consultant and the Consultant’s direction constitutes a Disqualifying Action. Without

limiting anything in this Section 10(a), in no case shall any Covered Persons be liable for any Losses caused, directly or indirectly,

by the error, negligence unreasonable conduct, or misconduct of a Custodian, broker, broker-dealer, exchange, staking validator, or other

platform or service (however described) (collectively, “Platform”), the bankruptcy, insolvency, receivership, administrative

or similar proceeding involving a Platform, a pause in or suspension of withdrawals from a Platform (however described and for whatever

reason), the hack of a Platform, or by any other cause that does not constitute a Covered Person’s Disqualifying Action.

(b)

The Consultant and any operational partner acting on its behalf or on behalf of the Treasury shall be entitled to rely in good faith

upon information, opinions, reports or statements of legal counsel (as to matters of law) and accountants (as to matters of accounting

or tax) and, accordingly, such good faith reliance by a person shall not constitute a Disqualifying Action so long as such counsel or

accountant is qualified and was selected and consulted with due care. Under no circumstances shall the Consultant or any Covered Person

be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages.

(c)

The Client agrees to indemnify and hold harmless each of the Covered Persons, against any Losses suffered or incurred by reason of, relating

to, based upon, arising from or in connection with (directly or indirectly) (i) the operations, business or affairs of the Client, or

any actions taken by the Consultant or failure by it to act (even if negligent) in connection with this Agreement (including, without

limitation, any losses arising as a result of any operational errors committed by or erroneous instructions provided by the Client),

(ii) a Disqualifying Action by the Client, or (iii) the Client’s breach of this Agreement, in each case except to the extent that

such Losses are determined by a court of competent jurisdiction, upon entry of a final judgment, to be attributable to a Disqualifying

Action of such Covered Person.

(d)

To the fullest extent permitted by law, the Client shall, upon the request of any Covered Person, advance or promptly reimburse such

Covered Person’s out-of-pocket costs, and daily per diem up to a maximum of $25,000 per day payable from the Treasury Assets, of

investigation (whether internal or external), litigation or appeal, as incurred, including attorneys’ reasonable and documented

fees and disbursements, reasonably incurred in responding to, litigating or endeavoring to settle any claim, action, suit, investigation

or proceeding, whether or not pending or threatened, and whether or not any Covered Person is a party, arising out of or in connection

with or relating to the operations, business or affairs of the or in furtherance of the interests of the Client (a “Claim”).

(e)

Promptly after receipt by a Covered Person of notice of any Claim or of the commencement of any action or proceeding involving a Claim,

such Covered Person shall, if a claim for indemnification in respect thereof is to be made against the Client, give written notice to

the Client of the receipt of such Claim or the commencement of such action or proceeding; provided, that the failure of any Covered

Person to give notice as provided herein shall not relieve the Client of its obligations hereunder, except to the extent that the Client

is actually prejudiced by such failure to give notice.

(f)

Each Covered Person shall cooperate with the Client and its counsel in responding to, defending and endeavoring to settle any proceedings

or losses that may be subject to indemnification by the Client pursuant to this Section 10. Without limiting the generality of the immediately

preceding sentence, if any proceeding is commenced against a Covered Person, the Client shall be entitled to participate in and to assume

the defense thereof to the extent that the Client may wish, with counsel reasonably satisfactory to such Covered Person. After notice

from the Client to such Covered Person of the Client’s election to assume the defense thereof, the Client shall not be liable for

expenses subsequently incurred by such Covered Person without the consent of the Client (which shall not be unreasonably withheld) in

connection with the defense thereof. Without the Covered Person’s consent, the Client will not consent to entry of any judgment

in or enter into any settlement of any such action or proceeding which does not include as an unconditional term thereof the giving by

every claimant or plaintiff to such Covered Person of a release from all liability in respect of such claim or litigation.

(g)

The right of any Covered Person to indemnification as provided herein shall be cumulative of, and in addition to, any and all rights

to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s

successors, assigns and legal representatives.

(h)

The federal laws may impose liabilities under certain circumstances on persons who act in good faith; therefore, nothing herein shall

in any way constitute a waiver or limitation of any rights which the undersigned may have under any applicable federal law.

11.

Confidentiality. The Consultant shall, throughout the Term of this Agreement and for a period of five years after the end of the

year in which this Agreement terminates, regard as confidential all information concerning the affairs of the Client, but shall be permitted

to disclose the Client’s confidential information to: (a) the Covered Persons and their respective service providers, in each case,

that have a bona fide need to know such confidential information; (b) third parties regarding the fact that the Consultant is performing

management activities on the Client’s behalf, which specifically includes the Consultant’s inclusion of references to the

Client in written marketing materials distributed by the Consultant to prospective management clients; (c) third parties regarding information

regarding Treasury holdings and performance (without reference to the Client’s name) in connection with the establishment of a

track record of the Consultant; and (d) as otherwise required by any regulatory authority, law or regulation, or by legal process. The

Client acknowledges that it may receive or have access to confidential information of the Consultant or the operational partners which

is proprietary in nature and non-public, including, without limitation, information regarding the Consultant’s business, methodologies,

systems and forms, trade secrets and the like (collectively, “Confidential Information”). The Client agrees not to

disclose or cause to be disclosed any Confidential Information to any person or use any Confidential Information for its own purposes

or its own account, except in connection with its assets in the Treasury and except as otherwise required by any regulatory authority,

law or regulation, or by legal process; provided, however, that the Client shall provide the Consultant with prior notice

of any such disclosure and the circumstances surrounding such request so that the Consultant may seek a protective order or other appropriate

remedy. If, in the absence of a protective order or other remedy by the disclosing party, the Client, in the written opinion of legal

counsel satisfactory to the Consultant, is nonetheless legally compelled to disclose Confidential Information or else stand liable for

contempt or suffer other censure or penalty, the Client may, without liability hereunder, disclose only that portion of the Confidential

Information which such counsel advises the receiving party is legally required to be disclosed; provided that the receiving party

exercise its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating

with the Consultant to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded

the Confidential Information.

12.

Term and Survival; Exclusivity.

(a)

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of five (5) years

(the “Initial Term”), unless earlier terminated in accordance with Section 12(c). If this Agreement is not terminated

for Cause prior to the expiration of the Initial Term, it shall automatically renew for an additional five (5) year term (the “First

Renewal Term”). If this Agreement is not terminated for Cause prior to the expiration of the First Renewal Term, it shall automatically

renew for an additional five (5) year term (the “Second Renewal Term,” and, together with the Initial Term and First

Renewal Term, the “Term”) on the same terms and conditions. Thereafter, the Agreement may be renewed for additional

periods as mutually agreed in writing by the Parties.

(b)

If this Agreement is terminated by the Client for any reason during any part of the Term, the Client shall pay to the Consultant, and

it is expressly agreed that the Consultant will have earned, as liquidated damages and not as a penalty, an amount equal to 85% of all

fees in the Fee Schedule and any other compensation that would have accrued to the Consultant under this Agreement from the date of termination

through the end of the Term, which shall be calculated based upon, at the sole election of the Consultant, either: (i) the actual AUM

of the Treasury on a date selected by the Consultant within 120 days prior to the date of Consultant’s receipt of the applicable

Termination Notice (as defined herein); or (ii) based on the actual AUM of the Treasury, or resulting grouping of assets, funds or investments

originating from the use of funds from the then-previously existing Treasury prior to termination; which, in either case, will be payable

by the Client, at the sole election of the Consultant, either: (A) as a lump sum, within 30 days of the date of receipt of any Termination

Notice (as defined herein); or (B) monthly throughout the Term in accordance with the same procedures used prior to such termination.

The Parties acknowledge and agree that the actual damages in such event would be difficult to ascertain and that this amount represents

a reasonable estimate thereof and not a penalty. Upon any termination, all of Consultant’s obligations hereunder shall cease, except

for those that expressly survive under the terms of this Agreement. Nothing in this Agreement or section shall be read as a waiver by

the Consultant of rights for damages or equity, for actions or omissions by the Client related to a termination or any other set of facts.

(c)

The Consultant may terminate this Agreement for any reason at any time.

Each

such notice set forth in this Section 12 shall be referred to as a “Termination Notice”. In the event that the Client

asserts a right to terminate this Agreement for Cause, the Parties agree that, as a condition precedent to the effectiveness of any such

termination, if the Client does not agree with the termination cause, or if the facts do not warrant termination for cause, the Client

may request arbitration on the termination, under terms and conditions mutually agreeable by the Parties. The arbitration must take place

at a time and place mutually agreeable to the Parties within 90 days of a valid Termination for Cause notice.

(d)

“Termination for Cause” is defined

by the Parties as (i) a conviction of fraud or (ii) any action or omission made

by the Consultant that rises to the level of willful and wanton behavior or gross negligence in performing its obligation under this

Agreement.

is expressly agreed by the Parties that the following activities are not actionable by the Client and shall not be deemed in any way

a contributing factor of, nor shall be considered alone or in the aggregate, rising to the level of “Cause” unless arising

from any action or omission made by the Consultant that rises to the level of willful and wanton behavior or gross negligence in performing

its obligation under this Agreement:

(i)

Losses of funds by any operational partners by any means through bona fide transactions, attempted activities, or otherwise in connection

to or in furtherance of this Agreement unless rising to the level of gross negligence;

(ii)

Any loss of value of any digital assets;

(iii)

Loss of any digital assets by any operational partners unless rising to the level of gross negligence; and

(iv)

The omission of engaging in any potential opportunity.

(e)

Termination shall not affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to

such termination, including the provisions regarding arbitration, which shall survive any expiration or termination of this Agreement.

Upon termination, it is the Client’s responsibility to monitor the Treasury Assets and it is understood and acknowledged that the

Consultant will have no further obligation to act or advise with respect to those Treasury Assets.

(f)

Beginning with the Effective Date, the Consultant (including any Consultant Affiliate as applicable) shall provide its consulting services

to Client and its subsidiaries, as contemplated by the terms of this Agreement, with respect to a minimum of 80% of the aggregate value

of the Strategy Assets.

13.

Notice of Engagement. If the Client enters into any agreement

with any other Consultant or similar service provider (a “Competing Consultant”), including any agreement with a Competing

Consultant entered into on or prior to the date hereof, pursuant to which such Competing Consultant would provide similar services for

the Client as those provided by the Consultant, the Client shall notify the Consultant and provide a summary of the material terms of

such Agreement (which terms may be redacted in order to satisfy any confidentiality obligations to the Competing Consultant).

14.

Electronic Delivery. The Client hereby agrees and provides its consent to have the Consultant and any operational partners electronically

deliver Account Communications. “Account Communications” means all current and future account statements; privacy

statements; audited financial information, if applicable; this Agreement (including all supplements and amendments hereto); the Consultant’s

Privacy Notice and updates thereto; notices and other information, documents, data and records regarding the Treasury Assets. Electronic

communications include e-mail delivery as well as electronically making available to the Client Account Communications on an Internet

site, if applicable. By signing this Agreement, the Client consents to electronic delivery as described in the preceding three sentences.

It is the Client’s affirmative obligation to notify the Consultant in writing if the Client’s email address changes. The

Client may revoke or restrict its consent to electronic delivery of Account Communications at any time by notifying the Consultant, in

writing, of the Client’s intention to do so. Neither the Consultant nor any of the Consultant Affiliates will be liable for any

interception of Account Communications.

15.

General Provisions.

(a)

Assignment. This Agreement shall be binding upon and inure to the benefit of the Client, the Consultant and their respective successors

and permitted assigns. No Party to this Agreement may assign (as that term is defined and interpreted under the Advisers Act) all or

any portion of its rights, obligations or liabilities under this Agreement without the consent of the other Party to this Agreement.

(b)

Independent Contractor. It is understood and agreed that the Consultant shall be deemed to be an independent contractor of the

Client and that the Consultant shall not have authority to act for or represent the Client in any way and shall not otherwise be deemed

to be an agent of the Client. Nothing contained herein shall create or constitute the Consultant and the Client as members of any partnership,

joint venture, association, syndicate, unincorporated business, or other separate entity, nor shall be deemed to confer on any of them

any express, implied or apparent authority to incur any obligation or liability on behalf of any other such entity.

(c)

Third Party Beneficiaries. This Agreement is not intended to and does not convey any rights to persons not a Party to this Agreement,

except that a Covered Person may in its own right enforce Section 10 of this Agreement.

(d)

Entire Agreement. This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the Parties

concerning the subject matter hereof and supersedes the Original Agreement and all other prior agreements and understandings, oral or

written, between them regarding such subject matter. This Amended and Restated Agreement supersedes the Original Agreement in its entirety,

and all references to the “Agreement” in any related documents shall mean this Amended and Restated Agreement.

(e)

Amendments. Except to the extent otherwise expressly provided herein, this Agreement may not be amended except in a writing signed

by the Parties hereto.

(f)

Waivers. Each Party may by written consent waive, either prospectively or retrospectively and either for a specified period of

time or indefinitely, the operation or effect of any provision of this Agreement. No failure or delay by a Party in exercising any right

hereunder shall operate as a waiver thereof, nor shall any waiver of any such right constitute any further waiver of such or any other

right hereunder. No waiver of any right by any Party hereto shall be construed as a waiver of the same or any other right at any other

time.

(g)

Notices. Except as otherwise expressly provided in this Agreement, whenever any notice is required or permitted to be given under

any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the Party giving the notice and

shall be sent by courier or by email (including email with an attached PDF) or other electronic transmission with confirmation of transmission

to the other Party at the address set forth below or to such other address as a Party may from time to time specify to the other Party

by such notice hereunder. Any such communications, notices, instructions or disclosures shall be deemed duly given when delivered to

such address by courier or when sent by email (including email with an attached PDF) or other electronic transmission (with the receipt

confirmed).

(h)

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New

York, without giving effect to its principles of conflicts of law.

(i)

Arbitration. Notwithstanding anything herein to the contrary, including the Parties’ submission to jurisdiction of the courts

of the State of New York pursuant to Section 16(j) below, any dispute, claim or controversy arising out of or relating to this Agreement

or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability

of this agreement to arbitrate, shall be determined by arbitration in the New York offices of the Judicial Arbitration and Mediation

Service Inc. or its successor (“JAMS”) before three (3) qualified arbitrators, one (1) selected by each Party and

one (1) selected by both Parties. The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures

(the “Rules”) in accordance with the expedited procedures in those Rules. Judgment on the arbitration award may be

entered in any state or federal court sitting in New York, New York or in any other applicable court. This Section 16(i) shall not preclude

the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that this

Agreement is terminated pursuant to this Section 16(i), the Consultant shall be entitled to any and all damages and legal remedies arising

from or in connection with such default but limited to direct damages and lost profits and business in the future. Any arbitration arising

out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the Rules as those Rules

exist on the effective date of this Agreement. The Parties agree that they will give conclusive effect to the arbitrators’ determination

and award and that judgment thereon may be entered in any court having jurisdiction. The arbitrators may issue awards for all damages

and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential,

speculative and punitive damages, as well as lost profits and business in the future. Any Party may, without inconsistency with this

arbitration provision, apply to any state or federal court sitting in New York, New York and seek interim provisional, injunctive or

other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. The arbitration will be conducted

in the English language. The arbitrators shall decide the dispute in accordance with the law of the State of New York. The arbitration

provisions contained herein are self-executing and will remain in full force and effect after expiration or termination of this Agreement.

The costs and expenses of the arbitration shall be funded fifty percent (50%) by the claimant and the remaining fifty percent (50%) shall

be split equally among the respondent(s). All Parties shall bear their own attorneys’ fees during the arbitration. The prevailing

Party on substantially all its claims shall be repaid all of such costs and expenses by the non-prevailing Party within ten (10) days

after receiving notice of the arbitrator’s decision.

(j)

Submission to Jurisdiction; Consent to Service of Process. Subject to Section 16(i) above, the Parties hereto hereby irrevocably

submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of

New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the Parties arising out of this Agreement

which are permitted to be filed or determined in such court. Subject to Section 16(i) above, the Parties hereby irrevocably waive, to

the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such

dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Parties agree that process

may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage

prepaid, to the Party’s address set forth in or used pursuant to Section 16(g) of this Agreement or to such other address to which

the Party shall have given written notice to the other Party. The Parties agree that such service shall be deemed in every respect effective

service of process upon such Party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken

and held to be valid personal service upon and personal delivery to such Party. Nothing in this Section 16(j) shall affect the right

of the Parties to serve process in any manner permitted by law.

(k)

Force Majeure. No Party to this Agreement shall be liable for damages resulting from delayed or defective performance when such

delays or defects arise out of causes beyond the control and without the fault or negligence of the offending Party. Such causes may

include, but are not restricted to, acts of God or of the public enemy, terrorism, acts of the state in its sovereign capacity, fires,

floods, earthquakes, power failure, tariffs, government regulations or executive orders, disabling strikes, epidemics, pandemics, quarantine

restrictions and freight embargoes.

(l)

Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the

Parties to this Agreement.

(m)

Severability. In the event any provision of this Agreement shall be held invalid or unenforceable, by any court of competent jurisdiction,

such holding shall not invalidate or render unenforceable any other provisions hereof.

(n)

Counterparts; Electronic Signature and Delivery. This Agreement may be executed in counterparts, including counterparts sent via

PDF other electronic transmission, each of which, when taken together, shall constitute one and the same instrument. This Agreement may

also be executed and delivered by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act

of 2000) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be

valid and effective for all purposes.

[End

of Terms. Signatures to Follow.]

WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the Effective Date.

EIGHTCO HOLDINGS INC.

By:

/s/

Kevin O’Donnell

Name:

Kevin

O’Donnell

Title:

Chief

Executive Officer

WORLDCOIN TOWER LLC

By:

/s/

Xuan Yong

Name:

Xuan

Yong

Title:

Authorized

Signatory

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