Browse EX-10 agreements

REECYCLE HOLDINGS, INC.

2024 LONG TERM INCENTIVE PLAN, AMENDED

(Board Approved: October 25, 2025)

	1.	Purpose.

The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interests of such persons with those of the Company’s stockholders. Capitalized terms used in the Plan are defined in Section 11 below. This Plan amends and restates the REECycle Holdings, Inc. 2023 Restricted Stock Unit Plan and shall apply to any awards granted thereunder.

	2.	Eligibility.

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).

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AMENDMENT #2 TO INDEPENDENT CONTRACTOR AGREEMENT

This Amendment #2 (“Amendment”) is dated May 14, 2026 (“Effective Date”) and amends that certain Independent Contractor Agreement dated effective May 5, 2025 and amended October 2, 2025 (the “Agreement”) between Rare Resource Recycling, Inc., a Texas corporation and wholly owned subsidiary of REEcycle Holdings, Inc. (the “Company”) and Canyon View LLC, an Arizona limited liability company (“You” or “you”). Capitalized terms used but not defined herein have the meaning provided in the Agreement.

	1.	Services and Term. Schedule A to the Agreement is amended and restated per the attached Schedule A.

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September 8, 2026

Amaryllis Fox Kennedy
afkusa@proton.me

Re:	Appointment as Non-Employee Director of REEcycle Holdings, Inc.

Dear Amaryllis,

On behalf of REEcycle Holdings, Inc., a Delaware corporation (the “Company”), I am pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”), on the terms of this letter agreement (this “Agreement”).

**1. Board Membership. **Effective as of September 8, 2026 (the “Effective Date”), you will be appointed to serve as a director of the Company. Your appointment, and your continued service, are subject at all times to the Company’s certificate of incorporation and bylaws, applicable law, and election and re-election by the Company’s stockholders as required by the Company’s governing documents.

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is hereby entered into as of May 5, 2025 (“Effective Date”), by and between Canyon View LLC, a Arizona limited liability company (“You”) and REEcycle Holdings, Inc., a Delaware corporation, and its subsidiary Rare Resource Recycling Inc. (collectively the “Company”, and together 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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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is hereby entered into as of October 2, 2025 (the “Effective Date”), by and between Michael James McMullen (“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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AMENDMENT #1 TO INDEPEDNENT CONTRACTOR AGREEMENT

This Amendment #1 (“Amendment”) is dated effective October 2, 2025 (“Effective Date”) and amends that certain Independent Contractor Agreement dated effective** **March 1, 2025 (the “Agreement”) between Rare Resource Recycling, Inc., a Texas corporation and wholly owned subsidiary of REEcycle Holdings, Inc. (the “Company”) and Sumsare Resources LLC, a Texas limited liability company (“You” or “you”). Capitalized terms used but not defined herein have the meaning provided in the Agreement.

	1.	Services and Term. Schedule A to the Agreement is amended and restated per** **the attached Schedule A.

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September 8, 2026

Charles D. (Chuck) McConnell
cmcconne@central.uh.edu

Re:	Appointment as Non-Employee Director of REEcycle Holdings, Inc.

Dear Chuck,

On behalf of REEcycle Holdings, Inc., a Delaware corporation (the “Company”), I am pleased to confirm your position as a member of the Company’s Board of Directors (the “Board”), on the terms of this letter agreement (this “Agreement”).

**1. Board Membership. **Effective as of July 28, 2026 (the “Effective Date”), you were appointed to serve as a director of the Company. Your appointment, and your continued service, are subject at all times to the Company’s certificate of incorporation and bylaws, applicable law, and election and re-election by the Company’s stockholders as required by the Company’s governing documents.

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HOUSTON DOR.OIPM.03 - License Agreement unlocked Form updated J une 11, 2019 EXCLUSIVE L I C E NSE A GREEMEN T This License Agreement ("Agreement"), is made and entered i nto on 1 2 / 9 / 20 2 1 , (the "Effective Date") between the University of Houston ("UH"), anagency 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 . , Roo m 316 , 4800 Calhoun St . , Houston, TX 77204 , and Rar e R es ource Re c ycling Inc . dba REEcyc e l In c . ("LICENSEE"), having its principal office at 8310 C astl e fo r d St e . S te . 320 , H ous t o n , T X, 77040 . The signatories to this Agreement shall be collectively referred to as the "Parties" and individually as a "Party", as applicable . RECITALS: WHEREAS, UH is the owner by assignment from Allan Jacobson and Prade e pSamara s ek e re of their entire right, title, and interest in the PATENT RIGHTS (as he r ein defined) ; and WHEREAS, UH is committed to a policy that ideas and crea t ive works produced at UH or produced using UH resources, in

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is hereby entered into as of March 10, 2025, by and between Eric S. Carnell, an individual (“You” or “you”) and REEcycle Inc., a Delaware 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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EMPIRE CAPITAL PARTNERS

STRICTLY PRIVATE AND CONFIDENTIAL

Unit 8, 448 Roberts Road, Subiaco

Western Australia 6008

29 May 2026	T: +61 8 9388 9230

E: p.dsylva@empirecapitalpartners.com.au

Perth/China/Singapore/UK/USA

To:	Mr Michael James McMullen, Chairman, REEcycle Holdings Inc.
	mick.mcmullen@jiminingltd.com
	Mr Jovan Singh, Partner, Hall Chadwick Acquisition Corp.
	JSingh@hallchadwick.com.au
	Mr Richard Albarran, Partner, Hall Chadwick
	Ralbarran@hallchadwick.com.au

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AMENDMENT #1 TO INDEPEDNENT CONTRACTOR AGREEMENT

This Amendment #1 (“Amendment”) is dated effective October 2, 2025 (“Effective Date”) and amends that certain Independent Contractor Agreement dated effective May 5, 2025 (the “Agreement”) between Rare Resource Recycling, Inc., a Texas corporation and wholly owned subsidiary of REEcycle Holdings, Inc. (the “Company”) and Canyon View LLC, an Arizona limited liability company (“You” or “you”). Capitalized terms used but not defined herein have the meaning provided in the Agreement.

	1.	Term. The Term in Section 2 of the Agreement is amended to extend through October 31, 2026.

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