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Canary XRP ETF S-1/A

Exhibit 10.3

BITGO 

CUSTODIAL SERVICES AGREEMENT

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

	Canary Capital LLC		(“CLIENT”)
a	Delaware		LLC

and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth below:

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AMENDMENT TO LOAN AGREEMENT

This Amendment to the Loan Agreement (“Agreement”) is entered into on this day, August 1, 2025, by and between:

Party One (Lender): Tallis Mateus Da Silva, the lender (hereinafter referred to as “Lender”), and Party Two (Company): Elventix Technology Corporation.

Whereas, Party One, herein referred to as "Lender," has agreed to provide a loan to Party Two, hereinafter referred to as "Company," and Party Two has accepted this financial assistance on the terms and conditions outlined in the Confidential Loan Agreement dated May 5, 2025 ("the Original Agreement"), whereby the Lender agreed to loan the Company the principal sum of $200,000.00 USD (the "Original Loan").

NOW THEREFORE, for and in consideration of the mutual promises and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Original Agreement as follows:

	1.	Loan Amount:

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API DEVELOPMENT AGREEMENT

This API Development Agreement ("Agreement") is made and entered into on May 26, 2025 (the "Effective Date"), by and between:

Tradetop OÜ, with a principal place of business at Rannaku pst 12, 10917 Tallin, Harjumaa, Estonia ("Developer");

and

Venyra Corporation, with a principal place of business at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming 82801 ("Client").

Together referred to as the "Parties".

	1.	Project Objective

Development of an API service named AI Business Plan Generator that generates tailored business plans using AI technology. The service will process client inputs across specific parameters (such as industry, target market, and budget) and deliver structured, detailed business plans as output.

	2.	Scope of Work

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of July l7, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the "Company"), and each lender party that executes the signature page hereto as a purchaser (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE l. DEFINITIONS

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August 14, 2024

Thoughtful Media Group Inc.

7 Sumerpoint Building, 3rd Floor, Room No. 301-302 Soi Sukhumvit 69 (Saleenimit)

Prakanong Nua Sub-district Wattana District

Bangkok City, Thailand

Email: ray@thesocietypass.com

Re: Amendment to Securities Purchase Agreement and Convertible Notes

* *

Ladies and Gentlemen:

Reference is hereby made to that (i) certain Securities Purchase Agreement dated as of July 17, 2024 (the **"SPA"), **by and among Thoughtful Media Group Inc., a Nevada corporation (the **"Issuer") **and the undersigned investors (collectively, each a **"Purchaser" **and collectively, the **"Purchasers"), **and (ii) those certain unsecured promissory notes, in the form attached thereto as Exhibit A (the "Notes") to be issued to the Purchasers at Closing. This letter amendment is referred to herein as this **"Amendment". **Capitalized terms used but not defined herein shall have the meanings set forth in the SPA and the Notes.

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September 20, 2024

Thoughtful Media Group Inc.

7 Sumerpoint Building, 3rd Floor, Room No. 301-302 Soi Sukhumvit 69 (Saleenimit)

Prakanong Nua Sub-district Wattana District

Bangkok City, Thailand

Email: kriangkrai.chaimongkol@thoughtfulmedia.com

Re: Amendment to Securities Purchase Agreement and Convertible Notes

* *

Ladies and Gentlemen:

Reference is hereby made to that (i) certain Securities Purchase Agreement dated as of July 17, 2024 (the “SPA”), by and among Thoughtful Media Group Inc., a Nevada corporation (the “Issuer”) and the undersigned investors (collectively, each a “Purchaser” and collectively, the “Purchasers”), as amended on August 14, 2024, and (ii) those certain unsecured promissory notes, in the form attached thereto as Exhibit A (the “Notes”) to be issued to the Purchasers at Closing. This letter amendment No. 2 is referred to herein as this “Amendment”. Capitalized terms used but not defined herein shall have the meanings set forth in the SPA and the Notes.

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August 14, 2024

Thoughtful Media Group Inc.

7 Sumerpoint Building, 3rd Floor, Room No. 301-302 Soi Sukhumvit 69 (Saleenimit)

Prakanong Nua Sub-district Wattana District

Bangkok City, Thailand

Email: ray@thesocietypass.com

Re: Amendment to Securities Purchase Agreement and Convertible Notes

* *

Ladies and Gentlemen:

Reference is hereby made to that (i) certain Securities Purchase Agreement dated as of July 17, 2024 (the **"SPA"), **by and among Thoughtful Media Group Inc., a Nevada corporation (the **"Issuer") **and the undersigned investors (collectively, each a **"Purchaser" **and collectively, the **"Purchasers"), **and (ii) those certain unsecured promissory notes, in the form attached thereto as Exhibit A (the "Notes") to be issued to the Purchasers at Closing. This letter amendment is referred to herein as this "Amendment". Capitalized terms used but not defined herein shall have the meanings set forth in the SPA and the Notes.

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**Exhibit 10.11 **

** **

SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this "Agreement") is dated as of September 20, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the "Company"), and each lender party that executes the signature page hereto as a purchaser (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I. DEFINITIONS

** **

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**Exhibit 10.7 **

** **

SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this "Agreement") is dated as of July 17, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the "Company"), and each lender party that executes the signature page hereto as a purchaser (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE l. DEFINITIONS

** **

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EXECUTION

CUSTODY AGREEMENT

dated as of July 10, 2024
by and between

5C LENDING PARTNERS CORP.

(“Company”)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(“Custodian”)

and

U.S. BANK NATIONAL ASSOCIATION

(“Document Custodian”)

TABLE OF CONTENTS

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EXECUTION VERSION

PURCHASE AND SALE OF SECURITIES AGREEMENT

This Purchase and Sale of Securities Agreement (this “Agreement”) is made and entered into as of May 22, 2026 (the “Effective Date”), by and among All In FutureTech Alliance, Inc., a Delaware corporation (“Purchaser”), and Yellow River Fiber Optic Ltd, a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands, with registration number NS-2800000 (“Seller“).

Recitals

WHEREAS, Seller owns in the record and beneficially 2,312 ordinary shares (“Subject Shares“) of HyalRoute Communication Group Limited, a Cayman Islands exempted limited liability company (the “Company”), representing 0.86% of the total issued and outstanding equity interests of the Company on a fully diluted basis.

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the Subject Shares, subject to the terms and conditions of this Agreement.

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