Browse EX-10 agreements

Innovative Eyewear, Inc.

July 8, 2026

Holder of Warrants Issued in April 2025 and June 2025

Re:	Inducement Offer to Exercise Warrants Issued in April 2025 and June 2025

Dear Holder:

Innovative Eyewear, Inc., a company incorporated under the laws of the State of Florida (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in consideration for exercising for cash all of the Company’s (i) Series G warrants to purchase an aggregate of 102,698 shares of Common Stock, issued to you on April 14, 2025, with an exercise price of $2.60 per share and termination date of November 19, 2030 (the “Series G Warrants”), and (ii) Series I warrants to purchase an aggregate of 2,097,846 shares of Common Stock, issued to you on June 24, 2025, wi

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SHARE ACQUISITION AGREEMENT

This Share Acquistion Agreement (this “Agreement”) is made and entered into as of July 9, 2026, by and among:

	(1)	NaaS Technology Inc. (“NaaS” or the “Purchaser”), an exempted company incorporated under the laws of the Cayman Islands, whose American Depositary Shares are listed on the Nasdaq Capital Market;

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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:

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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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Exhibit 10.1

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

本认购协议（本**“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关, **遵循美国 1933 年证券法及其修订案（“证券法”）下的 **S **条例（见协议中定义）。

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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PLACEMENT AGENCY AGREEMENT

Prime Number Capital, LLC

27F 12E 49th Street

New York, NY 10017

July 6, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between Intercont (Cayman) Limited (the “Company,” “we” or “us”) and Prime Number Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a best-efforts basis, in connection with the proposed offer and sale by the Company of up to 8,000,000 units (collectively, the “Units”, and each, a “Unit”), each consisting of one Class A Ordinary Share, par value $0.0025 per share (the “Class A Ordinary Shares”), and one warrant to purchase one Class A Ordinary Share (each, a “Warrant,” and collectively with the Units, the Class A Ordinary Shares included in the Units, and the Class A Ordinary Shares issuable upon exercise of the Warrants, the “Securities”). The public offering price of the Units is $0.79 per Unit. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best-effo

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Intercont (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (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), 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

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DEFINITIONS

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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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