Browse EX-10 agreements

EMPIRE CAPITAL PARTNERS

STRICTLY PRIVATE AND CONFIDENTIAL

Unit 8, 448 Roberts Road, Subiaco

Western Australia 6008

19 March 2026	T: +61 8 9388 9230

E: info@empirecapitalpartners.co.uk

Perth/Hong Kong/Singapore

Mr Mick McMullin

Chairman

REEcycle Holdings Inc.

8310 Castleford St. Ste. 320

Houston, TX 77040

SE****LL-SIDE ADVISORY MANDATE

Proposed Business Combination between REEcycle Holdings Inc. and Hall Chadwick Acquisition Corp. (HC****ACU)

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REEcycle, Inc.

2026 Long-Term Incentive Plan

NOTICE OF DEFERRED STOCK UNIT AWARD

REEcycle, Inc. (“Company”) has awarded to you (“Participant”) deferred stock units (“DSUs”) covering the number of Shares set forth below (the “DSU Award”) under the REEcycle, Inc. 2026 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the DSUs consists of (a) this Notice of Deferred Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Deferred Stock Units (DSUs) (the “DSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.

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REEcycle, Inc.
2026 Long-Term Incentive Plan

NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

REEcycle, Inc. (“Company”) has awarded to you (“Participant”) performance-based restricted stock units (“PSUs”) covering the number of Shares set forth below (the “PSU Award”) under the REEcycle, Inc. 2026 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the PSUs consists of (a) this Notice of Performance-Based Restricted Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Performance-Based Restricted Stock Units (PSUs) (the “PSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.

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Amendment # 1
To
Exclusive License Agreement

This Amendment #1 (“Amendment”) is dated effective as of the last date on the signature page hereto and amends certain provisions of that certain Exclusive License Agreement dated effective December 9, 2021 (“Agreement”), by and between The University of Houston (“UH”) an agency of the State of Texas pursuant to Chapter 111, of the Texas Education Code, and REEgenerate Pty Ltd. as assignee of Rare Resource Recycling, Inc. (“Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. Except as specifically amended by this Amendment, the Agreement remains in full force and effect.

Now Therefore, for good and valuable consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows:

	1.	Consent to Effective Assignment.

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is hereby entered into effective as of March 1, 2025, by and between Sumsare Resources, a Texas corporation (“You” or “you”) and Rare Resource Recycling, Inc., a Texas corporation and wholly owned subsidiary of REEcycle Holdings, Inc. (the “Company”, and collectively with You, the “Parties”). This Agreement sets forth the terms and conditions whereby you agree to provide certain services as described in Schedule A attached hereto.

1. SERVICES.

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth in Schedule A (the “Services”).

1.3 The Company does not and shall not control or direct the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services.

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REEcycle, Inc.

2026 Long-Term Incentive Plan

NOTICE OF RESTRICTED STOCK UNIT AWARD

REEcycle, Inc. (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the REEcycle, Inc. 2026 Long-Term Incentive Plan (the “Plan”). Your “Award Agreement” applicable to the RSUs consists of (a) this Notice of Restricted Stock Unit Award (this “Notice”), and (b) the attached Standard Terms and Conditions for Restricted Stock Units (RSUs) (the “RSU Terms and Conditions”). Capitalized terms used but not defined in this Award Agreement will have the same meanings specified in the Plan.

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is hereby entered into as of October 2, 2025 (the “Effective Date”), by and between Eucalyptus Resources LLC (“You” or “you”) and REEcycle Holdings, Inc., a Delaware corporation and its wholly owned subsidiary Rare Resource Recycling, Inc., a Texas corporation (the “Company”, and collectively with You, the “Parties”). This Agreement sets forth the terms and conditions whereby you agree to provide certain services as described in Schedule A attached hereto.

1. SERVICES.

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth in Schedule A (the “Services”).

1.3 The Company does not and shall not control or direct the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services.

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Second Amendment to the License Agreement with Rare Resource Recycling, Inc

This is the Second Amendment (“Second Amendment”) to the License Agreement (“License Agreement”) between the University of Houston (“UH”), an agency of the State of Texas pursuant to Chapter 111, Texas Education Code, and having offices at the Office of Technology Transfer and Innovation, E. Cullen Bldg., Room 316, 4800 Calhoun St., Houston, TX 77204, and Rare Resource Recycling, Inc (“Licensee”), having its principal office at 8310 Castleford Ste. 320, Houston, TX 77040, that was originally executed on December 9, 202, as amended July 29, 2025 (the “Effective Date”). The signatories to this Second Amendment shall be collectively referred to as the “Parties” and individually as a “Party”, as applicable.

RECITALS:

WHEREAS, Parties seek to amend the License Agreement update the milestone events.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the sufficiency of which is mutually acknowledged, UH and Licensee, hereby agree as follows:

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ACKNOWLEDGMENT, CONSENT AND LOAN AGREEMENT AMENDMENT (CM AND SELLER)

This ACKNOWLEDGMENT, CONSENT AND LOAN AGREEMENT AMENDMENT (this “Acknowledgment”) is made as of September 30, 2026 by C.M. Composite Materials Ltd., an Israeli company, registration number 513931980 (“CM”), and Matania (Mati) Moskovich (the “Seller”), in favor of VisionWave Holdings, Inc. (“VisionWave”), CMJV LLC (“CMJV”) and Sadot Group Inc. (“Sadot”). Capitalized terms used but not defined herein have the meanings given in the Investment and Share Purchase Agreement dated as of February 20, 2026, as amended (the “Share Purchase Agreement”), and the Loan Agreement dated as of February 20, 2026 (the “Loan Agreement”), as applicable.

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CONTRIBUTION AND ASSIGNMENT AGREEMENT

This CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Contribution Agreement”) is made as of September 30, 2026 by and among VisionWave Holdings, Inc., a Delaware corporation (“VisionWave”), VisionWave IL Ltd. (“VisionWave Israel”), and CMJV LLC, a Nevada limited liability company (“CMJV”), pursuant to Section 2.3 of the Joint Venture and Operating Agreement dated as of September 30, 2026 among VisionWave, Sadot Group Inc. and CMJV (the “JV Agreement”). Capitalized terms used but not defined herein have the meanings given in the JV Agreement.

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JOINT VENTURE AND OPERATING AGREEMENT

by and among

VISIONWAVE HOLDINGS, INC.,

a Delaware corporation,

SADOT GROUP INC.,

a Nevada corporation,

and

CMJV LLC,

a Nevada limited liability company

relating to

C.M. COMPOSITE MATERIALS LTD.

Dated as of September 30, 2026

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JOINT VENTURE AND OPERATING AGREEMENT

by and among

VISIONWAVE HOLDINGS, INC.,

a Delaware corporation,

SADOT GROUP INC.,

a Nevada corporation,

and

CMJV LLC,

a Nevada limited liability company

relating to

C.M. COMPOSITE MATERIALS LTD.

Dated as of September 30, 2026

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