Browse EX-10 agreements

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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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”).

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RECITALS

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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;

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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

MUTUAL TERMINATION AGREEMENT

DEVVSTREAM HOLDINGS, INC. and KARBON-X CORP.

CARBON CREDIT FORWARD PURCHASE AGREEMENT

This Mutual Termination Agreement (this “Termination Agreement”) is entered into as of May 29, 2026 (the “Termination Date”) between Karbon-X Corp., a corporation organized under the laws of Canada (“KARX”), and DevvStream Holdings, Inc. (as predecessor to DevvStream Corp., “DEVV”, and together with KARX, the “Parties”).

RECITALS

A.          The Parties entered into that certain Carbon Credit Forward Purchase Agreement dated October 28, 2024 (the “Agreement”), pursuant to which KARX agreed to sell and deliver to DEVV certain CDR Global Artisan C-Sink or Industrial C-Sink verified greenhouse gas offset or carbon credits (the “C-Sink Credits”) according to the delivery schedule set forth in Schedule A to the Agreement, for an aggregate purchase price of USD $2,892,000 at USD $120.00 per unit.

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Exhibit 10.1

Execution Version

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into effective as of July 8, 2026 (the “Effective Date”), by and among Bed Bath & Beyond, Inc., a Delaware corporation (the “Corporation”), each Person (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 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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Execution Version

FOURTH AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AGREEMENT

dated as of

July 2, 2026

among

GOLUB CAPITAL BDC, INC.,
as Borrower

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.
as Administrative Agent and
as Collateral Agent

$ 1,997,500,000

__________________

MUFG BANK, LTD.,

SUMITOMO MITSUI BANKING CORPORATION,

TRUIST BANK, and

WELLS FARGO SECURITIES, LLC

as Syndication Agents

JPMORGAN CHASE BANK, N.A.,
MUFG BANK, LTD.,

SUMITOMO MITSUI BANKING CORPORATION

TRUIST SECURITIES, INC., and

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

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BY HAND or BY E-MAIL

To: Mr. Emmanuel Babeau

Lausanne, July 6, 2026

SEPARATION AGREEMENT (the “Agreement”) and RELEASE

Dear Emmanuel,

We refer to the discussion you have had with representatives of PMI Management Sàrl (the “Company”), during which you were informed of the Company’s decision to end your employment with the Company and would like to confirm additional terms and conditions relating to your termination as follows. Such terms and conditions are intended, among other things, to implement the severance terms set forth in the “Termination of Employment” section of the Employment Agreement, effective May 1, 2020, between you and Philip Morris Products S.A., as amended (the “Employment Contract”). To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Employment Contract, this Agreement shall govern.

1.    Definitions

In this Agreement the expressions below shall have the following meanings:

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LIMITED GUARANTY

Limited Guaranty, dated as of July 6, 2026 (this “Limited Guaranty”), by Face Haus LLC, a Delaware limited liability company (the “Guarantor”), in favor of XWELL, Inc., a Delaware corporation (the “Guaranteed Party”).

1.              LIMITED GUARANTY. To induce the Guaranteed Party to enter into the Securities Purchase Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement) by and among Express Wellness Group, LLC, a Delaware limited liability company (the “Buyer”), XpresSpa Holdings, LLC a Delaware limited liability company (“XpresSpa”), XpresTest, Inc., a Delaware corporation (“XpresTest” and, together with XpresSpa, each a “Company” and collectively, the “Companies”), and the Guaranteed Party, pursuant to which, subject to the terms and conditions set forth therein, among other things, at the Closing the Buyer will purchase fro

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