Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

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FREEDOM METALS ACQUISITION CORP. 3250 NE 1st Ave, 305

Miami, FL 33137

 

[●], 2026

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between Freedom Metals Acquisitions Corp. (the “Company”) and NLC America SPAC 1 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295972) (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-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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 Exchange Commission;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and NLC America SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

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June [●], 2026

 

Freedom Metals Acquisition Corp.

3250 NE 1st Ave, 305

Miami, FL 33137

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ord

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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Exhibit 10.1

REGISTRATION RIGHTS, LOCK-UP AND VOTING AGREEMENT

This Registration Rights, Lock-Up and Voting Agreement (this “Agreement”) is made and entered into effective as of June 30, 2026 (the “Effective Date”), by and among Bed Bath & Beyond, Inc., a Delaware corporation (the “Corporation”), each of the Persons (as defined herein) listed under the header “Initial Holders” on the signature pages hereto (each, an “Initial Holder” and, collectively, the “Initial Holders”) and each Person (as defined herein) who becomes a party to this Agreement by entering into a joinder agreement in the form attached hereto as Exhibit A.

 

RECITALS

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and DOUGLAS L. BRUGGEMAN (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and ZAFAR A. RIZVI (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and STUART A. ROSE (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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BRANCHOUT FOOD INC.

 

Third Amended and Restated

Senior Secured Promissory Note

 

$4,000,000

 

January 28, 2026 (the “Issue Date”)

 

 

As amended and restated on April 17, 2026

 

 

As further amended and restated on May 15, 2026 

 

 

As further amended and restated on June 30, 2026 

 

FOR VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability company, or its registered assigns (the “Holder” or “Payee”), the principal amount of Four Million Dollars ($4,000,000) (the “Principal Amount”), together with interest on such Principal Amount, on January 28, 2027 (the “Maturity Date”). Interest on this Second Amended and Restated Senior Secured Promissory Note (this “Note”) shall accrue on the Principal Amount outstanding at a rate per annum computed in accordance with Section 2 hereof. This Note represents (i) an initial advance in the amount of

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SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

SECOND Amendment (this “Amendment”) dated as of June 30, 2026 (the “Second Amendment Effective Date”), to that certain Reimbursement Agreement, dated as of November 14, 2024 (as amended by that certain First Amendment to Reimbursement Agreement, dated as of November 12, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Reimbursement Agreement”, and the Original Reimbursement Agreement, as amended by this Amendment, the “Amended Reimbursement Agreement”), by and among, inter alios, Surf Air Mobility Inc., a Delaware corporation (the “Company”), the other Obligors party thereto from time to time and Park Lane Investments LLC, as procurer of certain credit support for the benefit of the Company (with its successors, the “Credit Provider”), by and among the Company, the Credit Provider and the other Obligors party hereto. Capitalized terms used but not defined herein are used as defined in the Amended Reimbursement Agreement.

RECITALS:

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