Blockchain-based crypto digital assets such as Bitcoin and Ethereum (the “Digital Assets”, as defined below) are facing risks of price fluctuations, market change, regulatory uncertainty in various countries, and other networks and technologies issues. Both parties undertake that they understand the digital asset industry and have fully assessed their risk tolerance and potential losses before executing this Agreement. On this premise, both parties agree to execute this Agreement and voluntarily accept all risks and potential losses that might arise from the business related to the Digital Assets.
Entrusting Party: [ ] (hereinafter referred to as the “Entrusting Party”)
Registration Number: [ ]
Registered Address: [ ]
Telephone: [ ]
Email: [ ]
Contact: [ ]
Entrusted Party: Cobo Global Limited (hereinafter referred to as “Entrusted Party” or “Cobo”)
Registered address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands
Contact: Zuo Changbai
Whereas the Entrusting Party, as a long-term investor and participant in the digital asset industry, intends to entrust Cobo with investment management of the Digital Assets held by the Entrusting Party from legitimate sources. Therefore, to clarify the rights and obligations between the Entrusting Party and the Entrusted Party, both parties hereby agree as follows:
Unless otherwise defined in this Agreement, the following capitalized terms used in this Agreement shall have the meanings set forth below:
“Digital Assets” means a kind of crypto asset based on blockchain technology and existing in the form of electronic data, typically represented by Bitcoin (BTC), Ethereum (ETH), etc. For the avoidance of doubt, the definition here includes but not limited to Bitcoin and Ethereum, but also includes all other crypto assets based on blockchain technology.
2. Entrusted Items and Period
2.1. Entrusted Items
The Entrusting Party shall transfer the Digital Assets to be entrusted to Cobo for management (including the Digital Assets initially entrusted by the Entrusting Party and yield generated by such Digital Assets, collectively, the “Entrusted Assets”) to the receiving address designated by Cobo, and Cobo shall use the Entrusted Assets to participate in Digital Assets DeFi projects subject to the terms and conditions of this Agreement, and the Entrusting Party shall pay the management fee and carry to Cobo. Meanwhile, both parties agree to share the yield earned by Cobo from the Entrusted Assets under management in accordance with this Agreement.
2.2. Currency and Quantity of the Entrusted Assets
The currencies that the Entrusting Party intends to entrust to Cobo for management are: USDT, WBTC, ETH, etc. Both parties may at all time supplement the specific information by executing annex in the form of Annex I after this agreement. The currencies and quantities initially entrusted by the Entrusting Party (the “Initial Entrusted Asset Amounts”) are as follows:
USDT: [ ] pcs
ETH: [ ] pcs
2.3. Provision of the Entrusted Assets
Both parties confirm that, each DeFi project under differerntdifferent asset management pools is assigned a separate address by Cobo, and the Entrusting Party shall transfer the Entrusted Assets to the address designated by Cobo under this agreement. Such address may also be confirmed in writing (including email) by both parties at all time after signing this agreement. The Entrusting Party shall transfer the Entrusted Assets to the relevant address within five (5) days after signing this agreement.
2.4. Management of the Entrusted Assets
The Entrusting Party entrusts Cobo to use all the Entrusted Assets to participate in DeFi projects. Both parties agree that Cobo could manage the Entrusted Assets in the following three pools, and the Entrusting Party shall transfer the corresponding amount of the Entrusted Assets to the addresses of differeentdifferent asset mangementmanagement pools:
(1) IndependentDedicated Multi-Signature Pools (the “IndependentDedicated Multi-Signature Pools”): the Entrusting Party shall transfer the Entrusted Assets to a multi-signature address (5 signatures), and the private keys of such address shall be jointly held by the Entrusting Party and Cobo, among which Cobo holds 2 keys, the Entrusting Party holds 2 keys, and a third party or a jointly held co-sign safe box holds 1 key. Both parties shall jointly use the private keys to sign and confirm when mining, and the designated address of Cobo is as follows or set forth in the attachment.
(2) MixedDelegated Pools (the “MixedDelegated Pool”): the Entrusting Party shall transfer the Entrusted Assets to a multi-signature address controlled by Cobo, and Cobo operates the Entrusted Assets in such address for yield farming. The Entrusting Party shall not interfere Cobo for its management strategy. The Entrusting Party confirms that it explicitly understands all the risks of such strategies and voluntarily undertakes to bear all the risks. Cobo is not obliged to disclose management details to the Entrusting Party or make any report. Notwithstanding the foregoing, upon termination of this Agreement, the Entrusting Party could audit such address, and the designated address of Cobo is as follows or set forth in the attachment.
Both parties confirm that the allocation of assets and addresses corresponding to the aforementioned yield farmingmanagement strategies could be separately confirmed by both parties in writing at all time after signing this agreement. The quantity of the Entrusted Assets shall be subject to the actual transferred amount.
2.5. Management Period
The entrusted management period of the Entrusted Assets under this Agreement is 12 months which shall be automatically renewed unless agreed otherwise by the parties (calculated on the basis of a month of 30 natural days, if the first day of an entrusted management period is the first calendar day of that calendar month, then the last calendar day shall be the expiration date of the month), calculated on the first Monday immediately after the date on which the Entrusting Party actually transfers the Entrusted Assets to the address. If the arrival of Entrusted Assets is later than 16:00 on Thursday of that calendar week, the management period will start on the first day of the second Monday immediately after the date on which the Entrusting Party actually transfers the Entrusted Assets to the address.
3. Management Fees and Carry
3.1. Management Fees
Dedicated Multi-Signature Pool: 0.0063% of the Initial Entrusted Asset Amount or the Entrusted Asset Amount Post-Redemption (defined as below) of the Dedicated Multi-Signature Pool for each calendar day as management fees;Independent Multi-Signature Pools: 0.19% of the Initial Entrusted Assets of such asset management pool for each month.
Delegated Pool: 0.003% of the Initial Entrusted Assets Amount or the Entrusted Asset Amount Post-Redemption of the Delegated Pool for each calendar day as management fees.
Mixed Pools: 0.09% of the Initial Entrusted Assets of such asset management pool for each month.
The management fee is calculated based on the amount of the Digital Assets under management without taking the rise and fall of the value of such Digital Asset into consideration. The management fee shall be charged on a calendar day basis, and a daily fee shall be charged for any period less than one calendar day. The management fee is calculated on the basis of the Initial Entrusted Asset Amounts or the Entrusted Asset Amount Post-Redemption of the corresponding asset management pool, and shall be deducted by Cobo from the Entrusted Assets on the settlement date (the first Monday of the next calendar month) or before the redemption/entrustment termination date.
Cobo will collect carry on the Entrusted Assets under management according to the mechanism listed in the following table. The fees shall be settled once every calendar month. The first Monday of any calendar month anniversary of the management is the settlement date of asset management. It is calculated based on the initial total amount of Entrusted Aassets under management in the beginning of each settlement cycle or the Entrusted TotalAsset Amount Post-Redemption. Cobo will deduct Cobo's carry from the Entrusted Assets on the settlement date or before the redemption / entrustment termination date. The proportion is as follows:
Cobo’s fee rate within each carryinterest range
Entrusting Party’s Share
For example, if the Initial Entrusted Assets are 100 BTCs and 125 BTCs at the time of settlement, the yield will be 25 BTC, and the corresponding Cobo carry = 10 × 10%+10 × 20%+5 × 30% = 4.5 BTCs (only for the purpose of displaying carry, regardless of the collection of management fee).
The Entrusting Party confirms that the Digital Assets DeFi yield farming project has great risks, and carry mechanism in this agreement is not Cobo's commitment to breakeven and / or fixed income.
3.3. Redemption mechanism: both parties confirm that the first three months of the Entrusted Management Period is the lock-up period, and the Entrusting Party has no right to redeem. After the lock up period expires, the Entrusting Party can initiate redemption at any time. For the redemption initiated before 16:00 on Thursday of each calendar week, the redemption principal and corresponding yield could be received as early as the next following Monday; For redemptions initiated after 16:00 on Thursday of each calendar week, the redemption principal and corresponding yield could be received as early as the second following Monday. During the period from the initiation of redemption to the receipt of the principal of redemption, the gains and losses on the redemption amount between the redemption date to the receipt of the redemption amount shall be borne by the Entrusting Party. In the case of applying for redemption of partial assets, the minimum redemption amount shall be no less than [1,000,000 USDT] or equivalent digital currency and the minimum amount of the remaining unredeemed portion of the entrusted asset amount shall be no less than [1,000,000 USDT] or equivalent digital currency. The eEntrusted tTotalAsset aAmount pPost-rRedemption is calculated as below: Initial Entrusted Asset Amount*-redeemed amount (1-post fee profitredemption amount/total entrusted asset amount at redemption%) (“the Entrusted TotalAsset Amount Post-rRedemption).
3.4. Except for the management fee and carry agreed in this article and otherwise agreed by both parties, the Entrusting Party shall not pay any other fees to Cobo. The relevant transaction costs, gas fees and handling charges arising from investment, transfer, deposit and withdrawal shall be borne by the Entrusting Party and automatically deducted from the Entrusted Assets.
4. Within 10 days after the expiration of the entrusted management period, the Parties shall complete the accounting and settlement of all management expenses and carry in accordance with this agreement, unless otherwise agreed by the Parties on the extension of this agreement.
5. Risk Prevention
5.1. The Entrusting Party confirms that Cobo shall not bear any liability in case of the following circumstances, and all relevant losses shall be borne by the Entrusting Party:
5.1.1. Loss of the Entrusting Party caused by the rise and fall of the value of Digital Assets;
5.1.2. Losses such as loss of or inability to withdraw Digital Assets due to various technical risks related to Digital Assets, such as underlying chain technology error corresponding to Digital Assets, loopholes in smart contract algorithm, etc.;
5.1.3. Losses of the Entrusting Party caused by Digital Assets related project parties or the exchanges involved, such as the project party running away or project getting hacked or manipulated;
5.1.4. Loss of the Entrusting Party as a result of the theft of Digital Assets caused by any non-Cobo reasons (if Cobo lost private keys unilaterally);
5.1.5. Other losses caused by force majeure such as war, disaster and unrest and systemic risks arising from non-investment transactions such as hacker attacks, which could not be attributed to either party;
5.1.6. Loss of the Entrusting Party caused by the forced interruption, termination of participating DeFi projects and the inability to withdraw Digital Assets due to legal or policy reasons; and
5.1.7. Other force majeure and non Cobo reasons.
6.Rights and Obligations of the Parties
6.1. Rights and obligations of Cobo
6.1.1. Cobo shall manage and use the Entrusted Assets in accordance with the principles of dedication, honesty and diligence, make rational investment through its own transaction analysis and decision-making methods, and try its best to optimize the investment plan.
6.1.2. Cobo shall properly keep the private keys related to the Entrusted Assets.
6.1.3. Cobo shall treat the Entrusted Assets under its management fairly and shall not engage in any act of intentionally damaging the Entrusted Assets.
6.1.4. Cobo warrants that it has fully understood the terms of this Agreement and is willing to comply with the obligations, responsibilities and rights agreed herein to ensure the smooth implementation of this Agreement.
6.2. Rights and obligations of the Entrusting Party
6.2.1. The Entrusting Party shall transfer the Entrusted Assets in accordance with the provisions of this Agreement to ensure the legitimacy of the sources of the Entrusted Assets.
6.2.2. The Entrusting Party shall pay the management fees and carry to Cobo in accordance with the provisions of this Agreement.
7.1. The parties hereto agree that any party (hereinafter referred to as the "Receiving Party") shall keep confidential the financial reports, data and all relevant information and business intentions (hereinafter referred to as "Confidential Information") obtained from the other party (hereinafter referred to as the "Providing Party") due to the execution and performance of this Agreement. The Receiving Party shall use the Confidential Information only for the purpose of completing the transaction hereunder, and shall not disclose, provide or reveal the Confidential Information to any third party other than the related parties of the Receiving Party, or use it for any other purposes without the prior consent of the providing Party.
8.1. During the term of this Agreement, any party that intends to terminate the cooperation shall give a written notice to the other party 30 days in advance. Upon confirmation by the other party, this Agreement shall be terminated and the parties shall settle accounts. If the entrusted management is less than one month at the time of settlement and the termination of the agreement is caused by unilateral termination of Cobo, the management fee shall be calculated according to the actual management calendar days (one month =30 days). If this Agreement is terminated in any other way, the management fee shall be calculated for one month. The above provisions do not apply to the lock-up period, during which the Entrusting Party cannot unilaterally terminate the Agreement. The Entrusted Party reserves the right to terminate this Agreement at any time due to the Entrusting Party (whether compliance, other contracts or civil and criminal administrative disputes).
8.2. Regardless of the termination of this Agreement by any reason, upon confirmation of such termination and completion of settlement by the parties, Cobo shall return to the Entrusting Party the remaining Entrusted Assets and proceeds after deducting Cobo's management fees and carry.
9. This Agreement shall be governed by, construed and enforced in accordance with the laws of the British Virgin Islands. Any dispute arising out of or in connection with this Agreement shall be settled by the parties through friendly negotiation using their best efforts. If no settlement can be reached through negotiation, either party shall have the right to apply to the Hong Kong International Arbitration Center for arbitration in Hong Kong in accordance with its arbitration rules in effect at the time of applying for arbitration. The arbitral award shall be final and binding upon all parties.
10.1. This Agreement shall only take effect after being sealed by the parties or signed by the legal representatives/authorized representatives of the parties of this Agreement. If this Agreement is signed electronically, the electronically signed copy shall have the same effect as the original.
10.2. The headings of this agreement and the annexes hereto are only for convenience and shall not affect the meaning or interpretation of this Agreement or any provision herein.
10.3. In case any provision of the Agreement is deemed to be invalid or unenforceable, the other provisions shall remain in effect. In such case, the parties shall replace such agreement with a valid agreement, which shall be as close as possible to the original agreement and the corresponding spirit and purpose of this Agreement.
10.4. Any time referred to in this Agreement shall be Hong Kong time (i.e. 8 GMT East) that is not a calendar day.
10.5. This Agreement may be executed in two counterparts, each party holds one copy and each copy shall have the same legal effect.
10.6. For matters not covered in this Agreement herein, the parties may separately reach a supplementary agreement.
10.7. In the event that the Parties enter into a different version of Digital Asset Entrustment Management Agreement otherwise, such version shall prevail.
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Entrusting Party: [ ]
Authorized Representative (signature or seal)
Entrusted Party: [ ]
Authorized Representative (signature or seal)