Browse EX-10 agreements

SHARE PURCHASE AGREEMENT

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This Share Purchase Agreement (this “Agreement”) is made and entered into as of 1 May 2026 (the “Effective Date”), by and between FDCTech INC, a corporation organized and existing under the laws of the United States with federal tax identification number 81-1265459 (“Purchaser”), and Raymond Yip, an individual, a holder of a UK passport, with a registered address at 130 Malthouse Lane, Earlswood, Solihull, B94 5SA, United Kingdom (“Seller”), with respect to the acquisition by Purchaser of all of the issued and outstanding shares of Alchemy Markets (Cayman) Ltd, a Cayman Islands exempted company with registration number CO-328910 and CIMA license number 1612590 (the “Company”).

1. Sale and Purchase of Shares

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AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, the Parties entered into that certain Master Surface Use Agreement, dated as of January 1, 2022 (the Original Agreement”);

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LIKE-KIND EXCHANGE AGREEMENT

by and among

PBT SUB, INC.

as PBT Sub,

BLACKBEARD HOLDINGS, LLC

as Blackbeard,

and

BLACKBEARD OPERATING, LLC

as BBO,

dated as of [______________], 2026

TABLE OF CONTENTS

**Article 1 ** DEFINITIONS			3
Section 1.1	Certain Definitions		3
**Article 2 ** LIKE KIND EXCHANGE			6

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AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

**WHEREAS, **the Parties entered into that certain Master Surface Use Agreement, dated as of January 1, 2022 (the Original Agreement”);

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MASTER SURFACE USE AGREEMENT

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This Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of July 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, reference is hereby made to the following described lands (the “Lands):

See Exhibit “A”

WHEREAS, Surface Owner is the owner of the surface estate in and to the Lands; and,

WHEREAS, Operator is the owner and holder of certain oil and gas leases and/or may become the owner of oil and gas leases and/or other mineral interests within the Lands;

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MASTER SERVICES AGREEMENT

BY AND BETWEEN

PBT LAND AND MINERALS, INC.,

AS COMPANY,

AND

BLACKBEARD OPERATING, LLC,

AS SERVICE PROVIDER

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1

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FORM OF

BUSINESS – SURFACE LEASE AND
SALT WATER DISPOSAL LEASE

	STATE OF TEXAS	§
	COUNTY OF CRANE	§	KNOW ALL MEN BY THESE PRESENTS:

This lease made, entered into and effective the [____] day of [_______], 20[__], by and between [_______], as Lessors, and Nile Midstream, LLC, as Lessee.

W I T N E S S E T H:

The Lessor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency whereof being hereby expressly acknowledged, and in consideration of the premises, mutual covenants, agreements and obligation hereinafter set forth and to be paid, kept and performed, does hereby lease, demise and let unto Lessee the following described parcel of land situated in Crane County, Texas, to-wit:

[_______] as shown on Exhibit A

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MASTER SURFACE USE AGREEMENT

This Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of July 2026 (the “Effective Date”), by and between **US Land Guild, LLC, **whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and **Blackbeard Operating, LLC, **whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

** **

**WHEREAS, **reference is hereby made to the following described lands (the “Lands):

See Exhibit “A”

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**WHEREAS, **Surface Owner is the owner of the surface estate in and to the Lands; and,

** **

**WHEREAS, **Operator is the owner and holder of certain oil and gas leases and/or may become the owner of oil and gas leases and/or other mineral interests within the Lands;

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SECOND AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, the Parties entered into that certain Master Surface Use Agreement, dated as of October 1, 2021 (the Original Agreement”);

WHEREAS, effective as of October 1, 2025 the Parties entered into an Amendment to the Original Agreement, to modify the description of the lands covered by the Original Agreement to include additional lands (the “First Amendment”);

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBT LAND AND MINERALS OPCO, LLC

DATED AS OF [●]

THE LIMITED LIABILITY COMPANY INTERESTS IN PBT LAND AND MINERALS OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER (AS SUCH TERMS ARE DEFINED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT). THE LIMITED

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Canary Staked INJ ETF S-1/A

Exhibit 10.4

FUND ADMINISTRATION SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between U.S. BANCORP FUND SERVICES, LLC dba U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”), CANARY CAPITAL GROUP LLC (the “Sponsor”) on behalf of each trust listed on Exhibit C to this Agreement (as amended from time to time) (each a “Trust”).

WHEREAS, each Trust is operated as a commodity pool under the Commodity Exchange Act and is registered with the U.S. Securities and Exchange Commission (“SEC”) by means of a registration statement on Form S-1 or Form S-3, as applicable (each a “Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”); and

WHEREAS, each Trust desires to retain Fund Services to provide administration services described herein, all as more fully set below;

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Canary Staked INJ ETF S-1/A

Exhibit 10.2.1

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AMENDMENT TO THE MARKETING AGENT AGREEMENT

This AMENDMENT (this “Amendment”) is made as of September 21, 2026 (the “Effective Date”), by and among each of the trusts listed on Schedule A attached hereto (each, a “Trust” and collectively, the “Trusts”), each of which is sponsored by Canary Capital Group LLC, a Delaware limited liability company (the “Sponsor”), and Paralel Distributors LLC, a Delaware limited liability company (“Paralel”). The Sponsor is executing this Amendment on behalf of each Trust. Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Agreement (defined below).

**WHEREAS, **the Trusts and Paralel are parties to that certain Marketing Agent Agreement dated as of February 11, 2025, as amended (the “Agreement”);

**WHEREAS, **the parties desire to amend Schedule A to add Canary Staked TRX ETF as a Trust under the Agreement.

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