EXHIBIT 10.7

 

CUSTODIAL HOLDING AND SAFEKEEPING AGREEMENT

 

This Custodial Holding and Safekeeping Agreement (this “Agreement”) is entered into as of October 26, 2026 (the “Effective Date”), by and between Ecominas Corp., a Nevada corporation (the “Company”), and Franklin Marín Toro, individually (“Custodian”).

 

RECITALS

 

A. The Company and Custodian entered into an Asset Purchase Agreement and an Intellectual Property Assignment and Bill of Sale, each dated October 22, 2026 (together, the “Acquisition Documents”), concerning the Purchased Assets described therein.

 

B. The parties also entered into a Supplemental Asset Delivery, Venezuelan Custody and Further Assurances Agreement dated October 26, 2026 (the “Supplement”), confirming the October 22 closing and addressing materials and registrations remaining in Venezuela.

 

C. The parties wish to establish practical safekeeping, inventory, access and delivery obligations for any identified Purchased Asset materials that Custodian actually retains in Venezuela for the Company after closing. This Agreement does not itself convey new assets or change the legal status of a transfer.

 

1. APPOINTMENT; IDENTIFIED CUSTODIAL ITEMS

 

1.1 Custodial Appointment. The Company appoints Custodian, and Custodian accepts appointment, solely to hold for the Company the tangible materials, originals, electronic media, files, credentials or other manifestations of the Purchased Assets (the “Custodial Items”).

 

1.2 No Ownership Transfer or Expansion. Custodian acknowledges that his physical or administrative retention of a Custodial Item does not confer any independent right to sell, license, commercially exploit or assert beneficial ownership of rights validly transferred to the Company. This Agreement is not a substitute for an assignment, proof of chain of title or any legally required Venezuelan registration or consent.

 

2. CUSTODY AND PROTECTION

 

2.1 Standard of Care. Custodian shall safeguard the Custodial Items with at least reasonable care, maintain them separate and identifiable as Company-related property where practicable, and prevent unauthorized access, use, disclosure, copying, deterioration, loss or disposition.

 

2.2 No Unauthorized Use. Custodian shall not sell, pledge, encumber, license, sublicense, abandon, dispose of, or make any independent commercial use of a Custodial Item. Custodian shall not permit Pelleumai Technologies, C.A (registered brand name PetrolleumAI Technologies, C.A.) or another person access or use except as lawfully authorized in writing by the Company. This provision binds Custodian, not any third party that has not executed this Agreement.

 

Ecominas Corp. — Custodial Holding and Safekeeping Agreement

 

 

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3. COMPANY ACCESS; DELIVERY; RECORDS

 

3.1 Access and Copies. The Company may request reasonable inspection, secure copies, exports, administrative access, or physical delivery of Custodial Items. Custodian shall comply promptly, subject to lawful security controls, applicable export and sanctions restrictions, and mandatory local formalities. Credentials shall be exchanged through secure channels, not attached to public filings.

 

3.2 Incidents and Claims. Custodian shall promptly notify the Company of any loss, unauthorized access, threatened confiscation, infringement, adverse ownership claim, regulatory inquiry, or registration deadline affecting a Custodial Item, and cooperate in reasonable protective measures.

 

4. VENEZUELAN RECORD TITLE AND LEGAL RESTRICTIONS

 

Where local records continue to identify Custodian as a registered holder, or mandatory Venezuelan law postpones legal transfer of a particular right, the parties’ rights and obligations are governed by Section 3 of the Supplement and applicable law. This Agreement covers safekeeping and access, not a declaration that the Company already owns rights that could not lawfully transfer. The parties shall cooperate with qualified local counsel on required steps and shall not use this arrangement to circumvent any law.

 

5. COSTS, TERM AND RETURN

 

5.1 No Fee. Custodian receives no additional shares, fees or other compensation. The Company shall reimburse only reasonable documented safekeeping and delivery expenses approved in writing in advance.

 

5.2 Term. This Agreement remains in effect for each Custodial Item until its delivery into the Company’s direct possession or authorized replacement custody, or until a separate written arrangement approved by the Company’s Board provides otherwise. Upon termination for an item, Custodian shall return or securely transfer it as lawfully instructed, provide relevant records and confirm disposition in writing.

 

5.3 Preservation of Remedies. The Company retains its remedies under the Acquisition Documents, the Supplement and applicable law, including equitable relief where available. No closing condition, warranty, representation or indemnity is waived.

 

6. GENERAL; CORPORATE APPROVAL

 

This Agreement supplements and does not replace the Acquisition Documents or Supplement. If any inconsistency arises, the Supplement controls the record-title and transfer-formality matters and this Agreement controls practical custody of listed items, in each case to the extent lawful. Nevada law governs contractual obligations, subject to mandatory Venezuelan laws governing property, intellectual property, custody, recordation, exports and local enforcement. Amendments require a signed writing and required Company approval. Counterparts and electronic signatures are permitted. Because Custodian is also the Company’s Chief Executive Officer and a director, Company approval and signature should be made by a separately duly authorized representative, with his interest disclosed.

 

Ecominas Corp. — Custodial Holding and Safekeeping Agreement

 

 
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SIGNATURES

 

 

 

ECOMINAS CORP.

 

FRANKLIN MARÍN TORO, INDIVIDUALLY

 

 

 

 

 

 

By:

/s/ Ricardo Enrique Silva Canelon

 

Signature:

/s/ Franklin Marín Toro

 

Name:

Ricardo Enrique Silva Canelon

 

 

 

 

Title:

Chairman of the Board (Duly Authorized)

 

 

 

 

 

Ecominas Corp. — Custodial Holding and Safekeeping Agreement

 

 
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