Form T-3 BlockFi Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

BlockFi Inc.

(Name of Applicant)

201 Montgomery Street, Suite 263

Jersey City, New Jersey 07302

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

Approximate date of proposed public offering:

As soon as practicable after the date of this Application for Qualification.

Jonathan Mayers

201 Montgomery Street, Suite 263

Jersey City, New Jersey 07302

(646) 779-9688

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Robert E. Buckholz

C. Andrew Gerlach

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.

GENERAL

The Company provides an interest-bearing account called the BlockFi Interest Account (“Account”), which allows holders to earn interest on supported digital assets. The Accounts are governed by the Indenture (as defined below) to be qualified under this Application for Qualification on Form T-3.

To the extent a change in the interest rates payable on the Accounts is deemed to constitute an offer to exchange securities under the Securities Act of 1933, as amended (the “Securities Act”), the transaction is exempt from registration pursuant to Section 3(a)(9) of the Securities Act. No sales of securities of the same class as the Accounts will be made by the Company or by or through an underwriter at or about the same time as the transaction for which the exemption is claimed. No consideration has been, or is to be, given, directly or indirectly, to any person in connection with the transaction for which the exemption is claimed, except for customary fees and expenses paid to the Trustee under the Indenture to be qualified. No holder of the Accounts has made or will be requested to make any cash payment to the Company in connection with the transaction for which the exemption is claimed. Pursuant to the Indenture, the Company will not offer Accounts to new customers in the United States or accept further investments or funds in the Accounts by current holders in the United States.

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AFFILIATIONS

Certain directors and executive officers of the Company may also be deemed to be “affiliates” of the Company by virtue of their positions with the Company. See Item 4, “Directors and Executive Officers.” The following is a list of all other affiliates of the Company as of May 26, 2022, each of which are wholly owned by the identified parent entity, except where otherwise noted:

MANAGEMENT AND CONTROL

The following table lists the names of all directors and executive officers of the Company as of May 26, 2022. The mailing address for each executive officer and director listed below is 201 Montgomery Street, Suite 263, Jersey City, New Jersey 07302.

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The following table provides information as to each person who owns more than 10% of the Company’s outstanding voting securities as of April 30, 2022. The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

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UNDERWRITERS

CAPITAL SECURITIES

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INDENTURE SECURITIES

The Accounts will be issued under the Indenture (the “Indenture”) dated as of April 14, 2022, as supplemented, between the Company and Ankura Trust Company, LLC, as trustee (the “Trustee”). The following analysis is not a complete description of the provisions of the Indenture and is qualified in its entirety by reference to terms of the Indenture, which is attached as Exhibit T3C hereto. All capitalized and otherwise undefined terms shall have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice

The following events are defined as “events of default” with respect to Accounts: (a) failure to (i) pay interest, if any, when due, or (ii) redeem all or a portion of an Account upon request (but subject to the satisfaction of certain information requests, redemption limits and delivery periods), and in either case, such failure occurs with respect to holders of more than 5% in principal amount of all Accounts then outstanding. and continues for a period of five business days beginning after the payment is due or (b) bankruptcy or insolvency events relating to the Company.

Upon the occurrence of an event of default that is continuing with respect to certain bankruptcy or insolvency events relating to the Company, the principal of and accrued and unpaid interest on all Accounts will become immediately due and payable. In the case of any other event of default that is continuing, the Trustee may in its discretion, and will, subject to its rights and protections in the Indenture, upon receipt of a written request of holders of not less than 25% in principal amount of all Accounts then outstanding, declare the principal of and accrued and unpaid interest on all Accounts immediately due and payable, by notice to the Company.

The Trustee is under no obligation to exercise any of the rights or powers vested under the Indenture at the request or direction of any Account holders, unless, among other things, such holders offer to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Following the occurrence of a default under the Indenture, the Trustee will provide to holders notice of all uncured defaults known to it as and to the extent provided by the Trust Indenture Act of 1939.

Each year the Company will give the Trustee a statement by certain of the Company’s officers announcing that, to the best of their knowledge, the Company is not in default or, if default has occurred, describing the default.

(b) Authentication and Delivery of New Accounts; Use of Proceeds

The Accounts will be evidenced on the books and records of the Company. Physical certificates representing the Accounts will not be issued.

The Company will not receive any proceeds from the issuance of Accounts which is the result of a change in the interest rates payable on the Accounts, because the Accounts deemed issued as a result of such change in interest rate are deemed issued in exchange for existing Accounts.

(c) Release and Substitution of Property Subject to the Lien of the Indenture

The Accounts are unsecured obligations of the Company. As such, the Accounts are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The Company may discharge is obligations under the Indenture if: (i) the Company has paid and discharged all amounts then owing in respect of all Accounts then outstanding; (ii) the Company has paid or caused to be paid all other sums payable under the Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent for discharge of the Indenture have been complied with.

(e) Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

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The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, stating whether or not to the best knowledge of the signers the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Other than the Company, no other person is an obligor with respect to the Accounts.

CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises:

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, BlockFi Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Jersey City, New Jersey, on the 26th day of May, 2022.

Exhibit T3C-2

BLOCKFI INC.

TO

ANKURA TRUST COMPANY, LLC

Trustee

Second Supplemental Indenture

Dated as of [            ], 2022

to

Indenture

Dated as of April 14, 2022

BlockFi Interest Accounts

TABLE OF CONTENTS

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SECOND SUPPLEMENTAL INDENTURE, dated as of [            ], 2022, between BlockFi Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 201 Montgomery Street, Suite 263, Jersey City, New Jersey 07302, and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of April 14, 2022 (the “Original Indenture” and, as supplemented and amended from time to time, including, without limitation, pursuant to this Second Supplemental Indenture, the “Indenture”) with respect to the operation of its BlockFi Interest Account product, which allows Holders to earn interest on supported digital assets (herein called the “Accounts”, and each, an “Account”);

WHEREAS, Section 801 of the Original Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Original Indenture, without the consent of any Holders, in form satisfactory to the Trustee, for any purpose, subject to the provisions of the Trust Indenture Act;

WHEREAS, the Company wishes to supplement the Original Indenture by setting forth the rates of interest payable on the Accounts for the period from, and including, June 1, 2022 to, but excluding, the next reset date, as provided in this Second Supplemental Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Second Supplemental Indenture; and all requirements necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been satisfied; and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, WITNESSETH:

For and in consideration of the premises and the entering into of the Accounts by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Accounts, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 101. Relation to Original Indenture.

This Second Supplemental Indenture constitutes an integral part of the Indenture.

Section 102. Definition of Terms.

For all purposes of this Second Supplemental Indenture:

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(a) Capitalized terms used herein without definition shall have the meanings set forth in the Original Indenture; and

(b) a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout.

Section 103. Separability Clause.

In case any provision in this Second Supplemental Indenture or in the Accounts shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 104. Governing Law.

This Second Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.

ARTICLE TWO

THE ACCOUNTS

Section 201. Interest.

The rates of interest payable on the Accounts for the period from, and including, June 1, 2022 to, but excluding, the next reset date, shall be as set forth on Schedule A hereto, which Schedule is incorporated into the Indenture.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

Section 301. Ratification of Indenture.

The Original Indenture, as supplemented to date, including by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Original Indenture, as supplemented, in the manner and to the extent herein and therein provided.

Section 302. Not Responsible for Recitals or Issuance of Accounts.

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Accounts. The Trustee shall not be accountable for the use or application by the Company of Accounts or the proceeds thereof.

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Section 303. Execution in Counterparts.

This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Second Supplemental Indenture or any document to be signed in connection with this Second Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, including, without limitation, DocuSign and Adobe Sign) or other transmission method or electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and any counterpart so delivered shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 304. Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.

[Signature page to Second Supplemental Indenture]

Schedule A

The rates of interest payable on the Accounts for the period from, and including, June 1, 2022 to, but excluding, the next reset date, shall be as follows:

DAI Updates

LINK Updates

Litecoin Updates

PAXG Updates

UNI Updates

For the avoidance of doubt, to the extent a new rate is not set forth on this Schedule with respect to an Account, the rate of interest for that Account remains unchanged for the applicable reset period.

Exhibit T3E

Rate Change Announcement

Update to BlockFi Interest Account (BIA) Rates

We continually set rates based on market dynamics for lending and borrowing. Our goal is to practice sound risk management and maintain earning opportunities for you with our BlockFi Interest Account (BIA).***

On June 1, 2022, we’re updating our rates for AVAX, DAI, DOT, LINK, LTC, PAXG, MATIC, SOL and UNI in the BIA. All tiers and the majority of rates will remain the same for crypto assets, including BTC, ETH, Stablecoins (excluding DAI), and DOGE.

All rates displayed on the BlockFi rates page are current; We’ll make the following adjustments starting June 1, 2022:

DAI Updates [All Clients]

LINK Updates [All Clients]

Litecoin Updates [All Clients] [For U.S. Clients BIAs are held at BlockFi Inc. For Non-U.S. Clients, BIAs are held at BlockFi International.]

PAXG Updates [All Clients]

UNI Updates [All Clients]

AVAX** Updates [Non-US Clients ONLY; BIAs held at BlockFi International Ltd.]

DOT** Updates [Non-US Clients ONLY; BIAs held at BlockFi International Ltd.]

MATIC** Updates [Non-US Clients ONLY; BIAs held at BlockFi International Ltd.]

Solana** Updates [Non-US Clients ONLY; BIAs held at BlockFi International Ltd.]

Background on Rate Updates

We set rates for the BlockFi Interest Account (BIA) by balancing prudent risk management principles amid shifting market conditions. Rates on cryptoassets held in BIA are primarily driven by demand of institutional investors for borrowing these assets.

These adjustments are part of our ongoing mission to deliver high-quality, long-term service for you while expanding our innovative product offerings in a competitive and scalable way. Throughout our history, we have maintained rewarding crypto interest yields even as cryptoasset prices fluctuate dramatically. As our track record shows, rates may rise or fall, but BlockFi always remains committed to supporting your financial goals.

And if you have any additional questions about our rates, products, or services, please submit a support ticket here and we’ll be happy to help.

Disclaimer: Nothing contained in this announcement should be construed as a solicitation of an offer to buy or offer, or recommendation, to acquire or dispose of any security, commodity, investment or to engage in any other transaction. The information provided in this announcement is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. This announcement is not directed to any person in any jurisdiction where the publication or availability of the announcement is prohibited, by reason of that person’s nationality, residence or otherwise.

Neither BlockFi nor any of its affiliates or representatives provide legal, tax or accounting advice. You should consult your legal and/or tax advisors before making any financial decisions.

Digital currency is not legal tender, is not backed by the government, and crypto interest accounts are not subject to FDIC or SIPC protections.

BlockFi International Ltd. is licensed to conduct digital asset business by the Bermuda Monetary Authority.

Exhibit T3G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

ANKURA TRUST COMPANY, LLC

(Exact name of trustee as specified in its charter)

Lynn Poss Veblen

Deputy General Counsel and Senior Managing Director

Ankura Trust Company, LLC

485 Lexington Avenue, 10th Floor

New York, NY 10017

(646) 291-8512

(Name, address and telephone number of agent for service)

BlockFi Inc.

(Exact name of obligor as specified in its charter)

BlockFi Interest Accounts

(Title of the indenture securities)

Yes.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Ankura Trust Company, LLC, a trust company organized and existing under the laws of the State of New Hampshire, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in Fairfield, Connecticut, on the 26th day of May, 2022.

Exhibit 1

Exhibit 1

		State of New Hampshire
		Banking Department
		53 Regional Drive, Suite 200
		Concord, New Hampshire 03301
		Telephone: (603) 271-3561
		FAX: (603) 271-1090 or (603) 271-0750

Certificate of Endorsement

Amended and Restated Certificate of Formation - Ankura Trust Company, LLC

By my signature below, I hereby confirm Ankura Trust Company, LLC applied for approval to amend its Certificate of Formation pursuant to RSA 383-A:3-316. On March 22, 2019, the New Hampshire Banking Department approved Ankura Trust Company, LLC’s application. The attached Amended and Restated Certificate of Formation is a true and accurate copy of the certificate so approved.

TDD Access: Relay NH 1-800-735-2964

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

ANKURA TRUST COMPANY, LLC

Pursuant to the authority granted under RSA Chapter 383-C, Ankura Trust Parent, LLC, the sole member, hereby organizes a trust company as a limited liability company under RSA Chapter 304-C as follows:

ARTICLE I

NAME

The name of the trust company is Ankura Trust Company, LLC (“Trust Company”).

ARTICLE II

PURPOSES

The Trust Company is organized as a limited liability company under RSA Chapter 383-C, as such law now exists or may be hereafter amended, and shall have and may exercise all the express, implied and incidental powers conferred upon trust companies under the act. The Trust Company shall not accept deposits or make loans.

ARTICLE III

DURATION

The duration of the Trust Company shall be perpetual.

ARTICLE IV

MEMBERSHIP INTERESTS

The amount of the authorized membership interests in the Trust Company shall be 1000, each having a nominal value of $1000.00. The sole member is Ankura Trust Parent, LLC (“Member”).

ARTICLE V

BOARD OF MANAGERS

The Trust Company shall be managed by a Board of Managers appointed by the Member and shall consist of not less than five persons, as determined by the Member.

ARTICLE VI

LIMITATION ON MANAGER LIABILITY

No Manager of the Trust Company shall be personally liable to the Trust Company or its Member for monetary damages for breach ·of fiduciary duty as a Manager notwithstanding any provision of law imposing such liability, except liability:

(a) For any breach of the Manager’s duty disloyalty to the Trust Company or its Member;

(b) For acts of or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(c) With respect to any transaction from which the Manager derived an improper personal benefit.

No amendment or repeal of this Article shall adversely affect the rights and protection afforded to a Manager of the Trust Company under this Article for acts or omissions occurring prior to such amendment or repeal. In construing the provisions of this Article, it is intended hereby to provide the Managers of the Trust Company with the full protection available to managers of a limited liability company under the New Hampshire Business Limited Liability Company Act (RSA Chapter 304-C).

ARTICLE VII

LIMITED LIABILITY COMPANY AGREEMENT

The Limited Liability Company Agreement of the Trust Company shall establish the procedures and standards of conduct for the regulation of the internal affairs of the Trust Company. The Limited Liability Company Agreement shall be adopted by the Member of the Trust Company and may be amended from time to time as provided therein.

ARTICLE VIII

AMENDMENTS

Subject to the approval of New Hampshire Bank Commissioner, this Amended and Restated Certificate of Formation may be amended by the Member.

ARTICLE IX

REGISTERED AGENT

The registered agent and address is National Registered Agents, Inc., 9 Capitol Street, Concord, New Hampshire 03301.

IN WITNESS WHEREOF, the Member has executed this Amended and Restated Certificate of Formation as of this 12^th day of February, 2019.

-

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Exhibit 2

Exhibit 2

Exhibit 3

Exhibit 3

		State of New Hampshire
		Banking Department 53 Regional Drive, Suite 200 Concord, New Hampshire 03301 Telephone: (603) 271-3561 FAX: (603) 271-1090 or (603) 271-0750

Certificate of Endorsement

By my signature below, I hereby confirm the New Hampshire Banking Department approved Ankura Trust Company, LLC to operate as a New Hampshire-chartered trust company.

TDD Access: Relay NH 1-800-735-2964

Exhibit 4

Exhibit 4

ANKURA TRUST COMPANY LLC

A New Hampshire Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of 12/22/17

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT

OF

ANKURA TRUST COMPANY LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ANKURA TRUST COMPANY, LLC (the “Company”) dated as of 12/22/17, is adopted, executed and agreed to by Ankura Trust Parent, LLC, a Delaware limited liability company, (the “Member”) under the laws of the State of New Hampshire and in accordance with the provisions of the New Hampshire Limited Liability Company Act (RSA 304-C) and any successor statute, as amended from time to time, governing the affairs of the Company and the conduct of its business.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the Member hereby agree as follows:

ARTICLE I

The Limited Liability Company

1.1 Formation. The Member has formed the Company as a limited liability company formed pursuant to the provisions of the RSA 304-C and RSA 383-C. A Certificate of Formation for the Company (the “Certificate of Formation”) has been filed in the Office of the Secretary of State of the State of New Hampshire in conformity with the RSA 304-C and RSA 383-C.

1.2 Name. The name of the Company is “Ankura Trust Company, LLC” and its business shall be carried on in such name with such variations and changes as the Board (as hereinafter defined) shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

1.3 Business Purpose; Powers. The Company is formed for the purpose of engaging in a trust company business pursuant to RSA 383-C. The Company shall possess and may exercise all the powers and privileges granted by the RSA 383-C or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

1.4 Registered Office and Agent. The location of the registered office of the Company in the State of New Hampshire is 9 Capitol Street, Concord, New Hampshire 03301. The Company’s Registered Agent at such address is National Registered Agents, Inc.

1.5 Term. Subject to the provisions of Article VI below, the Company shall have perpetual existence.

ARTICLE II

The Member

2.1 The Member. The name and address of the Member is as follows:

2.2 Actions by the Member; Meetings. The Member shall have the right to vote on any Company matter as permitted under the Certificate of Formation or this Agreement or under any nonwaivable provision of RSA 304-C. The actions by the Member permitted hereunder may be taken at a meeting called by the Board or the Member or by written consent without a meeting. Meetings of the Member may be called at any time by the Member.

2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

2.4 Lack of Authority. The Member (in its capacity as such) shall have no the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company, unless such specific authority has been expressly granted to and not revoked from the Member by the Board, and the Member hereby consents to the exercise by the Board of the powers conferred on it by law and this Agreement.

2.5 Admission of Members. New members shall be admitted only upon the approval of the Member and the New Hampshire Bank Commissioner.

ARTICLE III

The Board

3.1 Management by Board of Managers.

(a) Subject to such matters which are expressly reserved under nonwaivable provisions of applicable law to the Member for decision and Section 3.6, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of managers (the “Board”), and (B) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement.

(b) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to Section 3.4, or (B) by delegating power and authority to any Officer pursuant to Section 3.7.

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3.2 Composition and Election of Board of Managers

(a) Number and Designation. The board shall consist of no fewer than five (5) individuals (each. a ‘‘Manager”). The number of Managers on the Board shall be the number serving pursuant to clauses (i) through (iii) of this Section 3.2(a). The Board shall at all times be comprised of the following persons:

(i) four (4) Managers designated by the Member (each a “Company Manager’’ and, collectively, the “Company Managers”), who initially shall be Kevin Lavin, Roger Carlile, David Sawyer and James J. McGinley;

(ii) one ( 1) Managers or more designated by the Member, who is not an employee or equity investor of Member or its affiliates and is independent from management (each a “Independent Manager”), who initially shall be Carl Toriello; and

(iii) such additional Managers as may be appointed by the Member (each, an “Additional Manager”)

3.3 Term. Members of the Board shall serve from their designation in accordance with the terms hereof until their resignation, death or removal in accordance with the terms hereof. Members of the Board need not be members and need not be residents of the State of New Hampshire. A person shall become a Manager and member of the Board effective upon receipt by the Company at its principal place of business of a written acceptance addressed to the Board (or at such later time or upon the happening of some other event specified in such acceptance) of such person’s appointment pursuant to Section 3.2(a). A member of the Board may resign as such by delivering his, her or its written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(a) Removal. The removal from the Board (with or without cause) of any Manager shall be upon (and only upon) the written demand of the Member; provided that, in the event any Company Manager or Additional Manager ceases to be an employee of the Company, Ankura Holdings, LP, or any of their respective subsidiaries (collectively the “Company Group”) for any reason, such Company Manager or Additional Manager shall, at such time, be automatically removed from the Board.

(b) Vacancies. If any designee under Section 3.2(a) for any reason ceases to serve as a member of the Board, the resulting vacancy on the Board shall be filled by the Member.

(c) Reimbursement. The Company shall pay or cause to be paid all reimbursable out-of-pocket costs and expenses incurred by each Manager incurred in the course of his or her service hereunder, including in connection with attending regular and special meetings of the Board.

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(d) Compensation of Managers. Except as approved in writing by the Member, Company Managers shall receive no compensation for serving in such capacity.

3.4 Action by the Board.

(a) Quorum: Voting. A quorum for the transaction of business shall consist of a majority of the Managers, except that at least two Company Managers must be present at any meeting of the Board (including for purposes of actions taken pursuant to Section 3.4(c)) in order to constitute a quorum. The act of the Managers that have a majority of the total votes present at a meeting of the Board at which a quorum is present shall be the act of the Board. Once a quorum is present to commence a meeting of the Board, such quorum shall be broken as soon as no Company Manager remains present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present. A Manager who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.

(b) Meetings. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board. Notice of regular meetings shall not be required. Special meetings of the Board may be called by the Member on at least 24 hours’ notice to each Managers. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for in this Agreement. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c) Action by Written Consent. Any action permitted or required by the RSA 304-C, the Certificate of Formation or this Agreement to be taken at a meeting of the Board may be taken without a meeting, without notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by at least one Company Manager and the Managers that have at least the number of votes required to take such action at a meeting of the Board if all Managers were present at such meeting. Decisions may be made through electronic mail. In the case of an electronic mail, a precise description of the proposed action to all Managers at their respective electronic mail addresses as maintained in the records of the Trust Company and as updated from time to time upon the request of a Manager. The Managers shall respond by electronic mail stating whether or not they are in favor of the proposed action, and the responses of the Managers collectively shall be deemed an action by written consent. Any such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of New Hampshire, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board.

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(d) Telephone Conference. Subject to the requirements of RSA 304-C, the Certificate of Formation or this Agreement for notice of meetings, the Managers may participate in and hold a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(e) Information. Each Manager shall receive: (i) all notices and other materials as and when provided to any Manager in connection with meetings or actions of the Board; and (ii) copies of all minutes, resolutions and consents of the Board reasonably promptly after approval thereof; provided that, the Company may withhold any notices and/or materials from a Manager if the Board determines that such notice and/or material is related to the actions, employment, compensation or review of such Manager. For the avoidance of doubt, no action of the Board shall be deemed to be unauthorized or in breach of this Agreement as a result of non-compliance with this Section 3.4(e).

3.5 Power to Bind Company. None of the Managers (acting in their capacity as such) shall have authority to bind the Company to any third party with respect to any matter unless the Board shall have approved such matter and authorized such Manager(s) to bind the Company with respect thereto.

3.6 Certain Consent Rights. Without the prior written consent of the Member, the Company shall not, and the Board and the Officers shall cause the Company not to:

(a) liquidate or file a voluntary petition for bankruptcy or take any action related to bankruptcy, insolvency, dissolution, or winding up;

(b) amend the Company’s organizational documents (including recapitalizations and changes in equity interest or capital);

(c) alter the Company’s principal lines of business;

(d) change of jurisdiction or legal form of the Company;

(e) create board committees, delegate powers to board committees or modify the powers of any board committees;

(f) enter into material contracts outside the ordinary course of business;

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(g) engage in affiliate transactions other than between members of the Company Group;

(h) redeem or repurchase any debt or equity securities;

(i) adopt or amend any employee benefit or incentive (whether cash or equity) plan or make any issuances under any such plan;

(j) incur any indebtedness for borrowed money or guarantee the indebtedness or obligations of any person;

(k) make any loans, advances or investments to or in other persons, other than members of the Company Group;

(I) initiate an initial public offering or grant any registration rights;

(m) undertake an acquisition, sale, merger, spin-off, joint-venture or other strategic transaction;

(n) change the Company’s independent auditor;

(o) make significant tax elections or change significant tax, accounting, investment or risk management policies; ·

(p) approve the Company’s annual budget and any material expenditures outside of the approved budget or intentionally deviate from the applicable annual budget;

(q) commence or settle any material litigation or dispute; or

(r) approve any material agreements with regulatory authorities or consent to any material regulatory orders.

3.7 Officers and Related Persons. The officers of the Company (the “Officers”), if any, shall be appointed by the Board in its sole discretion, and the Board may assign such officers titles including, but not limited to, “chief executive officer,” “president,” ‘‘vice president,” “treasurer,” “secretary,” “assistant secretary,” “managing director,” “chief financial officer,” and such other officers and assistant officers as may be deemed necessary or desirable by the Board. Any Officers so appointed will have such authority and perform such duties as the Board may, from time to time, delegate to them. No Officer need be a Member or a member of the Board and any number of offices may be held by a single person. The salaries and other compensation, if any, of the Officers shall be fixed from time to time by the Board. Any Officer may resign, in writing, as such at any time and such resignation will be effective at the time specified in the written resignation, or if no time is specified, at the time the written resignation is received by the Company. Any Officer may be removed as such, either with or without cause, at any time by the Board or the Member. In the event that any Officer ceases to be an employee of any member of the Company Group for any reason, such Officer shall, at such time, be automatically removed from each applicable office.

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ARTICLE IV

Capital Structure and Contributions

4.1 Capital Structure. The capital structure of the Company shall consist of one class of common interests (the “Common Units”). All Common Units shall be identical with each other in every respect. The Member shall own all of the Common Units issued and outstanding, as set forth on Schedule I attached hereto.

4.2 Capital Contributions. From time to time, the Board may determine that the Company requires capital and may request the Member to make capital contribution(s) in an amount determined by the Board. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.

ARTICLE V

Profits, Losses and Distributions

5.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

5.2 Distributions. The Board shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Units, the determined amount when, as and if declared by the Board. The distributions of the Company shall be distributed entirely to the Member.

ARTICLE VI

Dissolution

Subject to the approval of the Bank Commissioner, the Company may be dissolved and its affairs wound up pursuant to RSA 383-C:10.

ARTICLE VII

Transfer of Common Units of the Company

Subject to the approval of the New Hampshire Bank Commissioner, the Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Units and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Units are to be transferred agreeing to be bound by the terms of this Agreement as amended from time to time, such person shall be admitted as a member.

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ARTICLE VIII

Exculpation and Indemnification

8.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, no Member, Manager or current or former manager, officers, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission since the formation of the Company (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.

8.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 8.2.

8.3 No Right of Partition. No Member as a unitholder shall have the right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own or use particular or individual assets of the Company.

8.4 Amendments. Any repeal or modification of this Article VIII by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article VIII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE IX

Miscellaneous

9.1 Tax Treatment. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company treated as a disregarded entity for U.S. federal income tax purposes (as well as for any’analogous state or local tax purposes).

9.2 Amendments. Amendments to this Agreement shall be approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the RSA 304-C.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State ofNew Hampshire without regard to the principles of conflicts of laws thereof.

9.5 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of New Hampshire or any other laws.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the day first above written.

Signature Page to Agreement of Limited Liability Company Agreement of [Ankura Trust Company], LLC

SCHEDULE I

Exhibit 6

Exhibit 6

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, ANKURA TRUST COMPANY, LLC hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 26, 2022

Exhibit 7

Exhibit 7

Instructions:

This worksheet replaces the FFIEC 041 Report filing for Non-Depository Trust Companies

Please do not change the formatting, location of cells, or add calculations to the cells. The Department will be merging the information into a database and these changes will inhibit our ability to import the file.

The worksheets found in the excel file are based on the FFIEC 041 report. When filling out the forms please follow the instructions found at http://www.fdic.gov/regulations/resources/call/index.html. All New Hampshire non-depository trust companies must file quarterly. Disregard any instructions that state or imply quarterly filing is not necessary. When completing the call report, all dollar amounts should be rounded to thousands.

The “Attestation” worksheet needs to be printed off and signed as detailed on the worksheet. After the necessary signatures are gathered, the form needs to be mailed to the department. This needs to be received no later than 30 days after the quarter end.

The Department is requesting additional information to be reported quarterly on Call Report Schedule RC-T for those institutions or their subsidiaries offering fiduciary and related services. Please be aware that this particular Call Report schedule will differ from the FFIEC forms & instructions given the presence of two additional reporting items in the Memoranda section of Schedule RC-T. New reporting will include the following: 1) Accounts where the institution is named or serves as a fiduciary of an account to be funded at a later date (“dry trusts”), and 2) Accounts where the institution is named or serves as “Trust Protector”.    

Information:

Information on person to contact with question on this call report filing

USA PATRIOT ACT Section 314(a) Anti-Money Laundering Contact Information:

To facilitate the 314(a) process, you will need to provide the following information for two (2) individuals who will serve as the Point of Contact (POC) for your institution. Any changes to the POCs will need to be reported in writing to the New Hampshire Banking Department.

Attestation

This report is required by RSA 383-A:5-510

Name of Institution: Ankura Trust Company LLC                                                                                                                                   

Date report was sent electronically to the New Hampshire Banking Department: April 29, 2022                                                     

Information in the report is for Quarter Ending: March 31, 2022                                                                                                         

NOTE: The report must be signed by an authorized officer and attested to by not less than two directors (trustees).

I, Ryan M. Roy, Senior Managing Director                                                                                                                                                    

    Typed Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the report sent electronically to the New Hampshire Banking Department has been prepared in conformance with the instructions issued by the FFIEC and are true to the best of my knowledge and belief.

We, the undersigned directors (trustees), attest to the correctness of the report sent electronically to the New Hampshire Banking Department and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instruction issued by the FFIEC and is true and correct.

The signed “Attestation” needs to be received by the department no later than 30 days after the quarter end.

Schedule RI — Income Statement

All Report of Income schedules are to be entered on a calendar year-to-date basis in thousands of dollars.

Schedule RI - Continued

All Report of Income schedules are to be entered on a calendar year-to-date basis in thousands of dollars.

Schedule RI-A — Changes in Equity Capital

Schedule RI-E — Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Schedule RC — Balance Sheet

Schedule RC-B — Securities

Schedule RC-F — Other Assets

Schedule RC-G — Other Liabilities

Schedule RC-T — Fiduciary and Related Services