Browse EX-10 agreements

FORM OF INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of __________, 2026 (“Agreement”), by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified;

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WATU METALS ACQUISITION CORPORATION

PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2026, by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal executive office at [     ], and Waru Capital Holding Limited, a Cayman Islands exempted company (the “Purchaser”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 260,000 units (the “Initial Units”) of the Company, and up to an additional 21,000 units (“Additional Units” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part, each Unit comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”), for a purchase price of $10.00 per Unit. Each Right entitles the holder

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between WATU METALS ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296477) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right (the “Rights”) entitling the holder thereof to purchase one-seventh (1/7) of one Ordinary Share upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and

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Canary Staked TRX ETF S-1/A

Exhibit 10.8.1

** **

CUSTODY AGREEMENT

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between **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”), and **U.S. BANK NATIONAL ASSOCIATION, **a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

WHEREAS, each Trust is operated as a commodity pool under the Commodity Exchange Act (“CEA”) 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

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Canary Staked TRX ETF S-1/A

Exhibit 10.4.2

EIGHTH AMENDMENT TO THE
FUND ACCOUNTING SERVICING AGREEMENT

**THIS EIGHTH AMENDMENT, **effective as of the date last written on the signature page (the “Effective Date”), to the Fund Accounting Servicing Agreement, dated as of February 25, 2025, as amended (the “Agreement”), is entered into by and between **CANARY CAPITAL GROUP LLC **(the “Sponsor”) on behalf of each trust listed on Exhibit B to this Agreement (as amended from time to time) (each a “Trust”), and **U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, **a Wisconsin limited liability company (“USBFS”).

RECITALS

**WHEREAS, **the parties have entered into the Agreement; and

**WHEREAS, **the parties desire to amend Exhibit B of the Agreement to add the following Trust; and

	●	Canary Staked TRX ETF

**WHEREAS, **Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

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Canary Staked TRX ETF S-1/A

Exhibit 10.10

IOPV CALCULATION

AGREEMENT

- hereinafter referred to as the “Agreement” -

between

Solactive AG

Platz der Einheit 1
60327 Frankfurt, Germany

- hereinafter referred to as “Solactive” -

and

Canary Capital Group LLC

1131 4th Ave S #230,
Nashville, TN 37210

- hereinafter referred to as the “Partner” -

dated 02 April, 2025 (the “Agreement Date”)

Solactive and the Partner are hereinafter also referred to individually as a “Party” and collectively as the “Parties”

	1.	PREAMBLE

Solactive is an independent German-based multi-asset class index service provider, operating worldwide and active in the business of calculation, maintenance and dissemination of Indicative Optimized Portfolio Value (“IOPV”).

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Canary Staked TRX ETF S-1/A

Exhibit 10.9

SERVICE SCHEDULE No3

This Service Schedule (the “ Service Schedule”) is entered into as of July 20, 2026 (the “Schedule Effective Date”) by and between CoinDesk Indices, Inc., a Delaware corporation (“CDI”), having its principal place of business at 169 Madison Ave, Suite 2635, New York, NY 10016 and Canary Capital Group LLC, a Delaware limited liability company (“Client”) having its primary place of business at 1131 4th Ave S #230, Nashville, TN 37210. Each of the parties hereto may be referred to herein collectively as the “Parties” or each, a “Party.”

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Canary Staked TRX ETF S-1/A

Exhibit 10.4.1

FUND ACCOUNTING 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 Trust Services, **a Wisconsin limited liability company (“USBFS”), **CANARY CAPITAL GROUP LLC **(the “Sponsor”) on behalf of each Trust listed on Exhibit B 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 USBFS to provide each Trust accounting services described herein, all as more fully set below.

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Canary Staked TRX ETF S-1/A

Exhibit 10.2

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of February 11, 2025, by and among each of the trusts listed in Schedule A, (each, a “Trust” and, collectively, the “Trusts”) which are sponsored by Canary Capital Group LLC, a Delaware limited liability company (the “Sponsor”), and Paralel Distributors LLC, a Delaware limited liability company (“Paralel”). All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus (each hereafter defined).

**WHEREAS, **each Trust is a statutory trust organized under the laws of the State of Delaware and have filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”);

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Canary Staked TRX ETF S-1/A

Exhibit 10.1

CANARY ETF

AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (the “Agreement”), dated as of [ ], is entered into by and among [AUTHORIZED PARTICIPANT] (the “Authorized Participant”), each of the trusts listed in Schedule A attached hereto (each, a “Trust”), and Canary Capital Group LLC., a Delaware limited liability company, as sponsor of each Trust (the “Sponsor”).

SUMMARY

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Canary Staked TRX ETF S-1/A

Exhibit 10.3

Confidential

BITGO

CUSTODIAL SERVICES AGREEMENT

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

Canary Staked TRX ETF	(“CLIENT”)
a Delaware	Trust

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 will have the meaning set forth below:

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Canary Staked TRX ETF S-1/A

Exhibit 10.5.1

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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