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Exhibit 10.7

Neutron Holdings, Inc.

May 21, 2026

Ann Gugino

By email

Re: Amended and Restated Offer Letter

Dear Ann:

You and Neutron Holdings, Inc. (the “Company”) are parties to an offer letter dated December 3, 2023 (the “Prior Offer Letter”) that sets forth the terms of your employment with the Company. This letter agreement sets forth the terms of your continued employment with the Company effective as of the date of this letter agreement, and, except as set forth herein, supersedes in its entirety the Prior Offer Letter. Effective as of the date of this letter agreement, the terms of your employment with the Company are as follows:

1.Position. You will continue to serve as the Company’s Chief Financial Officer, and you will report to the Company’s Chief Executive Officer. This is a full-time position. In your role, you are expected to devote your full time, ability, attention, energy and skills in performing all duties as assigned and delegated to you by the Company.

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Exhibit 10.20

REGISTRATION RIGHTS AGREEMENT

 

by and among

 

SINDA LTD.

 

and

 

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

 

Dated as of          , 2026

 

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TABLE OF CONTENTS

 

 

PAGE

ARTICLE 1

Definitions

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretative Provisions

4

ARTICLE 2

Registration Rights

Section 2.01.

Demand Registration

4

Section 2.02.

Piggyback Registration

6

Section 2.03.

Lock-Up Agreements

7

Section 2.04.

Registration Procedures

7

Section 2.05.

Indemnification by the Company

10

Section 2.06.

Indemnification by Participating Stockholders

11

Section 2.07.

Conduct of Indemnification Proceedings

11

Section 2.08.

Contribution

12

Section 2.09.

Participation in Public Offering

13

Section 2.10.

Other Indemnification

13

Section 2.11.

Cooperation by the Company

13

Section 2.12.

No Transfer of Registration Rights

13

ARTICLE 3

General Provisions

Section 3.01.

Binding Effect; Assignability; Benefit

13

Section 3.02.

Severability

14

Section 3.03.

Entire Agreement

14

…

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Exhibit 10.26

Execution Version

COMMON STOCK PURCHASE AGREEMENT

 

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 22, 2026, between Sinda Ltd., an exempted company in the Cayman Islands (“Sinda Cayman”), and Fresnillo plc (the “Investor”).

 

WHEREAS, the Investor has a substantive, pre-existing relationship with the Company;

 

WHEREAS, prior to the effectiveness of the Registration Statement (as defined below) and as further described therein, Sinda Cayman will de-register in the Cayman Islands and register by way of continuation in the State of Delaware by filing a Certificate of Domestication to incorporate in the State of Delaware (the “Redomiciliation”) as Sinda Ltd., a Delaware corporation (“Sinda Delaware”), and references in this Agreement to the “Company” shall be to (i) Sinda Cayman, prior to the consummation of the Redomiciliation and (ii) Sinda Delaware, following consummation of the Redomiciliation;

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Exhibit 10.9

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is effective as of January I, 2019, between The Electrum Group LLC (“Provider”) and Minera Adularia LLC (“Recipient”).

WHEREAS Provider has the resources and capacity to provide certain professional and administrative services that may be useful to Recipient and

WHEREAS Recipient desires to utilize such services, and Provider is willing to provide such services to Recipient, subject to the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

…

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Exhibit 10.18

STOCKHOLDERS AGREEMENT

 

by and among

 

SINDA LTD.

 

and

 

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

 

Dated as of          , 2026

 

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TABLE OF CONTENTS

 

Page

 

ARTICLE 1

 

DEFINITIONS

 

Section 1.01.

Definitions

1

Section 1.02.

Other Interpretive Provisions

4

 

ARTICLE 2

 

REPRESENTATIONS AND WARRANTIES

 

Section 2.01.

Existence; Authority; Enforceability

4

Section 2.02.

Absence of Conflicts

4

Section 2.03.

Consents

5

 

ARTICLE 3

 

GOVERNANCE

 

Section 3.01.

Board of Directors

5

Section 3.02.

Actions that Require Electrum Approval

6

Section 3.03.

Actions Requiring Consultation with Electrum

8

Section 3.04.

Actions that Require Independent Director Approval

8

Section 3.05.

Information; Duties

8

 

ARTICLE 4

 

TRANSFERS OF SHARES

 

Section 4.01.

Rights and Obligations of Affiliate Stockholders

9

 

ARTICLE 5

 

GENERAL PROVISIONS

 

Section 5.01.

Further Assurances

9

Section 5.02.

Assignment; Benefit

9

Section 5.03.

Freedom to Pursue Opportunities

9

Section 5.04.

…

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Exhibit 10.27

 

INVESTOR RIGHTS AGREEMENT

 

SINDA, LTD.

 

and

 

FRESNILLO PLC

 

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, 2026

 

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TABLE OF CONTENTS

 

Article 1

 

INTERPRETATION

 

 

 

1.1

Defined Terms

1

1.2

Rules of Construction

5

 

Article 2

 

PARTICIPATION RIGHT

 

2.1

Notice of Issuances

6

2.2

Grant of Participation Right

6

2.3

Top-up Offering

7

2.4

Exercise Notice

8

2.5

Issuance of Offered Securities and Top-up Shares

8

2.6

Blackout Periods

9

2.7

Issuances Not Subject to Participation Right or Top-up Right

9

 

Article 3

 

REPRESENTATIONS AND WARRANTIES

 

3.1

Representations and Warranties of the Company

10

3.2

Representations and Warranties of the Investor

11

 

Article 4

 

COVENANTS

 

4.1

Reporting Issuer Status and Listing of Shares of Common Stock

12

4.2

No Conflict With Shareholders’ Rights Plan

12

4.3

Registration Rights; Shelf Registration Statement

12

4.4

Standstill

14

4.5

Compliance with Mexican Antitrust Laws.

15

 

Article 5

 

MISCELLANEOUS

 

5.1

Termination

16

5.2

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Exhibit 10.2

 

FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR Morgan STanley CRYPTO EXCHANGE-TRADED PRODUCTS

 

This Authorized Participant Agreement (the “Agreement” or the “Authorized Participant Agreement”), dated as of [ ], 2026, is entered into by and between, Morgan Stanley Investment Management Inc., a Delaware corporation and the sponsor (the “Delegated Sponsor”) of each of the trusts named on Annex I hereto (each a “Trust” and together the “Trusts”), for itself, and as sponsor of the Trusts, and [·], a [·] (the “Authorized Participant” or “AP”), and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”).

 

SUMMARY

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Exhibit 10.3

 

FORM OF COINBASE PRIME BROKER AGREEMENT

 

General Terms and Conditions

 

1.

Introduction

 

1.1

This agreement dated as of [ ], 2026 (the “Effective Date”) (including, the Coinbase Custody Services Agreement attached hereto as Exhibit A (the “Custody Agreement”), the Coinbase Master Trading Agreement attached hereto as Exhibit B (the “MTA”), and all other exhibits, addenda, and supplements attached hereto or referenced herein, (collectively, the “Coinbase PBA”)), is entered into by and between each entity listed in Schedule A, (each a “Client” and referred to together herein as the “Client”, except as otherwise expressly indicated), and Coinbase, Inc. (“Coinbase”), for and on behalf of itself and on behalf of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), and, if applicable, Coinbase Credit, Inc. (“Coinbase Credit,”) or Coinbase Custody International Ltd. ("CCI") and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”). This Coinbase PBA shall constitute separate agreements, each between a single Client and

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Exhibit 10.5

 

EXECUTION VERSION

 

 

 

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

 

THIS AGREEMENT is made as of [ ], 2026 by and between the Morgan Stanley Trusts listed on Appendix A, which may be amended from time to time (each, a “Trust” and referred to together herein as the “Trust,” except as otherwise expressly indicated), each a Delaware statutory trust having its principal office and place of business at 1585 Broadway, New York, NY 10036 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY”).

 

This Agreement shall constitute separate agreements, each between a single Trust and BNY, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

 

W I T N E S S E T H:

 

WHEREAS, the Trust will issue shares pursuant to the 1933 Act;

 

WHEREAS, the Trust desires to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

…

Exhibit 10.9

 

BNY AND CUSTOMER CONFIDENTIAL

 

 

 

FORM OF CUSTODY AGREEMENT

 

By and Between

 

THE BANK OF NEW YORK MELLON

 

And

 

THE MORGAN STANLEY TRUSTS AS LISTED ON APPENDIX A

 

 

 

 

TABLE OF CONTENTS

 

Page

 

1.

DEFINITIONS

1

 

2.

APPOINTMENT OF CUSTODIAN; ACCOUNTS

3

 

2.1.

Appointment of Custodian

3

2.2.

Establishment of Accounts

4

 

3.

AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

4

 

3.1.

Authorized Persons

4

3.2.

Instructions

4

3.3.

BNY Actions Without Instructions

6

3.4.

Funds Transfers

6

3.5.

Electronic Access

6

 

4.

AGENTS

6

 

4.1.

Use of Agents

6

 

5.

TAX MATTERS

7

 

5.1.

Responsibility for Taxes

7

5.2.

Payments

7

 

6.

CREDITS AND ADVANCES

7

 

6.1.

Advances

7

6.2.

Repayment

7

6.3.

Securing Repayment

8

6.4.

Setoff

8

 

7.

STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA

8

 

7.1.

Statements

8

7.2.

Books and Records

9

7.3.

Third Party Data

9

7.4.

…

Exhibit 10.6

 

 

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT

 

THIS AGREEMENT is made as of the [●] day of [●], 20[●], (the “Effective Date”) by and between the Morgan Stanley Trusts as listed on Appendix A (collectively, as Appendix A may be amended from time to time, the “Trust”), each a Delaware statutory trust, having its principal office and place of business at 1585 Broadway, New York, NY 10036 and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

 

This Agreement shall constitute separate agreements, each between a single Trust and the Bank, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

…

Exhibit 10.11

 

BNY AND CUSTOMER CONFIDENTIAL

EXCHANGE TRADED PRODUCTS

EXECUTION VERSION

 

 

DIGITAL ASSETS

 

CUSTODY AGREEMENT

 

 

 

 

By and Between

 

THE BANK OF NEW YORK MELLON

 

And

MORGAN STANLEY SOLANA TRUST

 

 

 

 

BNY AND CUSTOMER CONFIDENTIAL

EXECUTION VERSION

 

TABLE OF CONTENTS

 

1.

DEFINITIONS

1

 

 

 

2.

CUSTODIAL SERVICES

5

 

2.1

Appointment of Custodian

5

 

2.2

Accounts and Wallets

5

 

2.3

Supported Digital Assets

6

 

2.4

Customer Use of Accounts and Wallets

6

 

2.5

The New York Uniform Commercial Code

6

 

 

 

 

3.

RECEIPT AND TRANSFER OF SUPPORTED DIGITAL ASSETS

7

 

3.1

Receipt, Transfer and Settlement

7

 

3.2

Authorized Counterparties

8

 

 

 

 

4.

AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS

8

 

4.1

Authorized Persons

8

 

4.2

Instructions

9

 

4.3

BNY Actions Without Instructions

10

 

4.4

Funds Transfers

10

 

4.5

Electronic Access

11

 

4.6

…