Browse EX-10 agreements

[*], 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 ______ (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.

Section 1. Scope of Engagement and Services. In connection with this engagement, the Advisor shall, as appropriate, provide transaction advisory services with the following scope:

 

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Advising and refining business plans and objectives for Freedom Metals;

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 & Co”), as the representative of the underwriters (the “Representative”), 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”).

RECITALS

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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 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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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June [-], 2026 between Aethlon Medical, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Common Warrants, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

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Exhibit 10.12

 

EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AGREEMENT

 

This Exclusive Intellectual Property License Agreement (this “Agreement”) is executed as of June 15, 2026 (the “Execution Date”), by and between GB Sciences, Inc., a Nevada corporation (“Licensor”), and Encore Medical, Inc., a Minnesota corporation (“Licensee”).

 

RECITALS

 

A.            Licensor owns or controls certain intellectual property, technology, know-how, trade secrets, trademarks, goodwill, patents, patent applications, copyrights, software, designs, technical information and related rights relating to the products and technologies described on Schedule A (collectively, the “Licensed Technology”).

 

B.            Licensee desires to obtain, and Licensor desires to grant, an exclusive, perpetual, irrevocable, worldwide, fully-paid license to the Licensed Technology upon the terms and conditions set forth herein.

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Exhibit 10.13

 

June __, 2026

 

Lock-Up Agreement

 

The Oak Ridge Financial Services Group, Inc.

Network 1 Financial Securities, Inc.

As Representative of the several Underwriters

 

c/o The Oak Ridge Financial Services Group, Inc.

701 Xenia Ave. S., Suite 100

Minneapolis, Minnesota 55416

 

c/o Network 1 Financial Securities, Inc.

2 Bridge Avenue, Suite 241

Red Bank, NJ 07701

 

Ladies and Gentlemen:

 

As an inducement to The Oak Ridge Financial Services Group, Inc. and Network 1 Financial Securities, Inc. to execute an underwriting agreement (the “Underwriting Agreement”) in their capacity as representatives for the several underwriters named in Schedule I thereto (the “Representatives”) providing for a public offering (the “Offering”) of shares of Common Stock, par value $.01 per share, of Encore Medical, Inc., a Minnesota corporation, or any successor (by merger, conversion or otherwise) thereto (the “Company”) (such securities being referred to herein as (the “Common Stock”), the undersigned hereby agrees that without, in

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Execution Version

FIRST OMNIBUS AMENDMENT TO LOAN DOCUMENTS

THIS OMNIBUS AMENDMENT TO LOAN DOCUMENTS(this

"Agreement") is made as of April 30, 2024, by and among BLOCK 40 PROPERTY, LLC, a Delaware limited liability company ("Borrower"), CHARLES R. ABELE, JR.****, PETER JAGO, DANIEL B. MCCARTHY, and HARISH MEHTA, each a natural person (individually and/or collectively, as the context may require, "Guarantor"),* and DEUTSCHE BANK AG, NEW YORK BRANCH, having an address at 1 Columbus Circle, 15th Floor, New York, New York 10019, as administrative agent (including any of its successors and assigns, ***"A**gent"). All capitalized terms not defined herein shall have the respective meanings set forth in that certain Loan Agreement, dated as of June 1, 2022, among Borrower, Agent and certain Lenders from time to time party thereto (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the ***"***Loan Agreement").

WITNESSETH:

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