Amendment___6-9.24.25.pdf

Contract Amendment Arizona Department of

Administration

State Procurement Office 1802 W Jackson Street • # 100

Phoenix, Arizona 85007 Securities Custodian Services

Contract ID # CTR054776 Contract Amendment No. 6

Securities Custodian Services

(Avenu SLS Holdings, LLC)

This Amendment shall amend, modify, and supplement the above referenced Contract. The terms of this

Amendment shall supersede and control any provisions of the Contract or prior Amendments attached thereto that may conflict with the provisions of this Amendment. Additionally, except as may be otherwise provided in this Amendment, any terms defined in the Contract shall, when used herein, have the same meaning as provided in the Contract. Further, except as set forth in this Amendment, the

Contract is unaffected and shall continue in full force and effect in accordance with its terms and conditions. If there is conflict between this amendment and the contract or any earlier amendment, the terms of this amendment shall prevail.

In response to the amendments made to A.R.S. §44-301 et seq. by the First Regular Session of the Fifty-seventh Arizona Legislature as set forth in House Bill 2749, 2025 Ariz. Sess. Laws Chapter 150 that will take effect on the general effective date (9/26/2025), it is necessary to amend and modify the scope of work in the Contract to prepare for and incorporate the handling of digital assets.

Pursuant to Special Terms and Conditions, Section Five (5), Contract Changes, sub-section 5.1, Contract

Amendments and Section Eleven (11), General Provisions for Services, sub-section 11.3, Additional

Services, the above referenced Contract is hereby modified and amended as follows:

Section 2-A: Scope of Work, 4.0 Scope of Services

4.4A. CONTRACTOR DELIVERABLES Scope of Added Contractor Services

4.4A.1 Avenu SLS Holdings, LLC (hereinafter, Avenu) shall open and maintain a segregated account with

Gemini Trust Company, LLC, (a New York licensed digital asset exchange and custodian subject to comprehensive regulations under several federal and state laws, including those pertaining to unclaimed property and escheatment, hereinafter, Gemini) on behalf of the State and thereafter act at the directive of the State in the management of unclaimed digital assets (cryptocurrency i.e. digital or virtual currencies that use cryptography for security, hereinafter, crypto) delivered into the State’s custody, subject to the rules and policies that Gemini applies to, and may from time to time amend, for use of its digital assets management platform, and the state and federal regulations governing Gemini’s business;

a. Accept on behalf of the State only unclaimed digital assets supported on the Gemini platform at the time of escheatment. The service includes both online or hot wallets and offline or cold

Administration

State Procurement Office 1802 W Jackson Street • # 100

Phoenix, Arizona 85007 Securities Custodian Services

Contract ID # CTR054776 Contract Amendment No. 6 storage wallet solutions. Crypto assets to be held on exchange (hot wallet) or off exchange, in custody (cold wallet).

b) If held via exchange, assets may be intermingled with other exchange assets and are more accessible. If held via custody, assets shall be held in secure vault managed by vendor and are essentially offline, much like a physical certificate.

c) Manage all transactions on the State’s segregated Gemini account in accordance with specific direction from the State’s authorized Unclaimed Property designee(s).

d) Maintain cash assets in an account as mutually agreed upon by both parties.

e) Exclude all assets that are direct or indirect proceeds of any known criminal or fraudulent activity.

f) Sell orders shall be initiated within twenty-four (24) hours from the date and time of the receipt of the state’s authorized request.

g) Holders of unclaimed crypto (coins, tokens, digital currency, etc.) shall report to the Arizona Department of Revenue, Unclaimed Property Division (hereinafter UCP) with the underlying assets delivered to the State’s account at the custodian. While holders will be provided with remittance instructions prepared in conjunction with the custodian, the custodian may be required to assist holders having issues with unclaimed crypto transfers to the custodian.

h) Upon the State’s specific request, Avenu shall provide Staking and/or

Airdrop services for the account on behalf of the State. Such services will be limited to Gemini-supported crypto assets and will be conducted in accordance with Gemini’s staking and/or airdrop policies, procedures, and protocols in effect as of the commencement of the applicable services. Any changes to such policies, procedures, or protocols that may impact the services shall require mutual review and agreement by the parties prior to implementation.

i) The UCP will administer all claims, and communications with claimants. When the UCP approves a claim, the custodian will be notified with authorization and direction as to the transfer of assets within a wallet, be it transfer to a third party or liquidation. UCP will assume responsibility for providing accurate direction and the custodian will assume responsibility for correctly and timely executing the directions. The custodian will notify the UCP of any issues or delays that arise in “payment “of a claim.

Administration

State Procurement Office 1802 W Jackson Street • # 100

Phoenix, Arizona 85007 Securities Custodian Services

Contract ID # CTR054776 Contract Amendment No. 6

j) UCP may, from time to time, direct the liquidation of all assets in accounts/wallets which have remained unclaimed for a specified period of time following receipt by ADOR (e.g. three years).

ADOR UCP will identify the accounts/wallets to be liquidated, and the custodian will execute the sales. ADOR UCP and the custodian will work together in reconciling the proceeds of sale to the closed subsidiary accounts/wallets.

k) Avenu will be responsible for all governmental tax compliance, including but not limited to the issuance of Form 1099s. Avenu shall ensure compliance with state and federal laws, including unclaimed property statutes, financial regulations (e.g., AML/KYC), digital asset custody rules, and tax reporting.

l) Avenu will facilitate direct view-only access by authorized State employees to the Gemini platform so long as the State registers a user account (“User Account”) to the Gemini Account and any designated State employee successfully completes the Gemini’s BSA/AML Program and any other Gemini-required access qualifications.

4.4A2. Ownership of Data / Portfolios / Private Keys

a) The State shall own all data produced by or on behalf of the State under this Agreement.

b) The State’s portfolio on the Gemini platform will be held in Avenu’s name on behalf of the State.

c) Private keys are confidential, owned and controlled by Gemini.

4.4A.3. Subcontractors

a) Avenu’s use of Gemini as its digital asset management platform is understood and accepted by the State.

4.4A.4. Compensation and Expenses

Avenu shall be paid a one-time Annual Set-up and Maintenance fee of Five Thousand Dollars

($5,000.00) to be invoiced upon execution of this Amendment. There will be a not-to-exceed

Five Percent (5%) cost of living adjustment, on each mutually agreed upon annual extension thereafter.

a. Additionally, Avenu shall also be paid a Monthly Avenu Service Fee (ASF), billed in arrears, according to the month-end total valuation snapshot of the State’s Gemini cryptocurrency holdings. The monthly ASF invoice amount shall be assessed according to the following three tiers:

i Four Hundred Fifty Dollars ($450.00) for the month if the account value does not exceed

Fifty Thousand Dollars ($50,000.00)

Administration

State Procurement Office 1802 W Jackson Street • # 100

Phoenix, Arizona 85007 Securities Custodian Services

Contract ID # CTR054776 Contract Amendment No. 6 ii Seven Hundred Fifty Dollars ($750.00) for the month if the account value is greater than

Fifty Thousand Dollars ($50,000.00) but not greater than Three Hundred Thousand Dollars

($300,000.00) iii One Thousand Dollars ($1000.00) for the month if the account value exceeds Three Hundred

Thousand Dollars ($300,000.00)

b. Avenu shall also be reimbursed for all Gemini costs generated in the direct performance of this

Amendment. Gemini fees may change from time to time and such changes can be expected by both parties. Gemini Fees Schedules may be viewed at:

a. Web Fee Schedule: https://gemini.com/fees/web-fee-schedule

b. Mobile Fee Schedule: https://gemini.com/fees/mobile-fee-schedule

c. Active Trader™ Fee Schedule: https://gemini.com/fees/activetrader-fee-schedule

d. API Fee Schedule: https://gemini.com/fees/api-fee-schedule

e. Connectivity Fee Schedule: https://gemini.com/fees/connectivity-fee-schedule

c. Incorporation of preceding Schedules. The preceding Schedules identified in this Agreement are incorporated herein by reference and made a part hereof as if set out in full herein.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

https://gemini.com/fees/web-fee-schedule https://gemini.com/fees/mobile-fee-schedule https://gemini.com/fees/activetrader-fee-schedule https://gemini.com/fees/api-fee-schedule https://gemini.com/fees/connectivity-fee-schedule