Browse EX-10 agreements

Execution Version

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of July 2, 2026 (the “Effective Date”), is entered into among [●], a Delaware limited liability company (the “Company”), CleanCore Solutions, Inc., a Nevada corporation (together with its permitted successors and assigns, “ZONE”), and **HST Technologies, Inc., **Platform Co, a Delaware corporation (together with its permitted successors and assigns, “HST”, or “Platform Co”; and together with ZONE, each a “JV Party” and collectively, the “JV Parties”).

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WHEREAS, ZONE is a publicly traded Nevada corporation whose common stock is listed on NYSE American LLC and which is subject to reporting obligations under the Securities Exchange Act of 1934, as amended;

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WHEREAS, Platform Co is engaged in the business of AI-driven data center development, project management, and related technology and infrastructure services;

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Execution Version

LIMITED LIABILITY COMPANY AGREEMENT

OF

[●]

a Delaware limited liability company

Dated as of July 2, 2026

LIMITED LIABILITY COMPANY AGREEMENT
OF
[●]

This LIMITED LIABILITY COMPANY AGREEMENT of [●], a Delaware limited liability company (the “Company”) is dated as of July 2, 2026 (the “Effective Date”), by and between HST Technologies, Inc., a Delaware corporation (together with its permitted successors and assigns, “HST”, or “Platform Co”) and CLEANCORE SOLUTIONS, INC., a Nevada corporation (together with its permitted successors and assigns, the “ZONE Member”).

R E C I T A L S:

** **

WHEREAS, the Company was formed as a limited liability company pursuant to the Delaware Act by the filing of the Certificate with the Secretary of State of Delaware;

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MASTER PLATFORM AGREEMENT

THIS MASTER PLATFORM AGREEMENT (this “Agreement”) is entered into by and between HST Technologies, Inc. (“HST” or “Platform Co”) and           , LLC (“Customer” or “SPV”), with CleanCore Solutions, Inc. (“ZONE”) joining solely to the extent any provision expressly grants ZONE approval, enforcement, payment or third-party beneficiary rights or obligations. Platform Co and Customer may each be referred to herein as a “Party” and collectively as the “Parties.”

This Agreement is effective as of the date it is executed by Platform Co, Customer and, solely for purposes of its limited joinder, ZONE (the “Effective Date”) and, with respect to the Partnership Projects, is subject to the applicable conditions to effectiveness set forth in the LLC Agreement and Contribution Agreement.

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SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is entered into as of July 7, 2026, by and among Bess Ventures and Advisory LLC (“Bess”) and Blaize, Inc. (“Blaize”) (each a “Party,” and collectively the “Parties”).

RECITALS

A.    A dispute arose between the Parties concerning the Parties’ rights and obligations pursuant to a letter agreement, dated February 15, 2024, by and among Bess, Blaize, and Burtech LP LLC (the “Borrower,” and such letter agreement, the “Control Letter”).

B.    On June 28, 2024, Bess delivered to Blaize a Notice of Exclusive Control pursuant to the Control Letter.

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July 7, 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, and Clear Street LLC as co-representatives (the “Representatives”) 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 there

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

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THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 7, 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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July 2, 2026

FREEDOM METALS ACQUISITION CORP.

3250 NE 1st Ave, 305

Miami, FL 33137

RE:	Management Consulting & Corporate Advisory Services

Dear Mr. Finan:

This agreement (the “Agreement”) will confirm our understanding that Freedom Metals Acquisition Corp. (“Freedom Metals”) has engaged Next Layer Capital Markets LLC (the “Advisor”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support, business strategies, policies and business plan of Freedom Metals to support its executive officers and members of its board of directors for the proposed initial public offering (“IPO”) of Freedom Metals (the “Transaction”). This engagement shall be exclusive with respect to the Transaction on behalf of Freedom Metals in connection with the Transaction.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2026 is made and entered into by and among Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), NLC America SPAC 1 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) and Clear Street LLC (“CS,” and together with Cohen, the “Purchasers”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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July 7, 2026

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

Miami, FL 33137

RE:	Management Consulting & Corporate Advisory Services

Dear Mr. Finan:

This agreement (the “Agreement”) will confirm our understanding that Freedom Metals Acquisition Corp. (“Freedom Metals”) has engaged SV Capital Advisors Inc. (the “Advisor”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support, business strategies, policies and business plan of Freedom Metals to support its executive officers and members of its board of directors for the proposed initial public offering (“IPO”) of Freedom Metals (the “Transaction”). This engagement shall be exclusive with respect to the Transaction on behalf of Freedom Metals in connection with the Transaction.

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** **

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 7, 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 July 7, 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 (“Cohen”) and Clear Street LLC (“CS,” and together with Cohen, the “Purchasers”).

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

July 7, 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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