APNIMED, INC.

FORM OF INDEMNIFICATION AGREEMENT

(For Officers of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide] [continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Second Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Exhibit: 10.31

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER the Apnimed, Inc.

2026 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:
No. of Restricted Stock Units:
Grant Date:

Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.00001 per share (the “Stock”) of the Company.

1.

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apnimed, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1. Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Apnimed, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2. Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

3. Administration

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APNIMED, INC.

FORM OF INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide or continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Second Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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APNIMED, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

ThepurposeofthisNon-Employee DirectorCompensationPolicy (the “Policy”) of Apnimed, Inc., a Delaware corporation (the“Company”)isto provideacompensationpackagethatenablestheCompany toattractandretain,onalong-termbasis,high-caliberdirectorswhoarenotemployeesorofficersoftheCompany orits subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). Infurtherance ofthepurpose statedabove,allOutside Directorsshallbe paid compensation for services provided to theCompanyas Outside Directors as set forth below; provided that, unless otherwise determined by the Board of Directors, Outside Directors who are employees of, or otherwise affiliated with, an institutional investor in the Company shall not be eligible to receive compensation under this Policy:

Cash Retainers

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Watu Metals Acquisition Corporation

[Address]

Chardan Capital Markets, LLC

1 Penn Plaza, Suite 4800

New York, NY 10119

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC, as the representative (the “Representative”) of the underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ______, 2026, by and among Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Waru Capital Holding Limited, a Cayman Islands exempted company (the “Investor”).

RECITALS

WHEREAS, an aggregate of 2,875,000 Ordinary Shares were issued to the Sponsor, of which an aggregate of up to 375,000 Ordinary Shares are subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option in connection with the Company’s initial public offering (“IPO”) is not exercised in full or in part;

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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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