UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • New York
The undersigned, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractCleanCore Solutions, Inc. • October 10th, 2023 • Refrigeration & service industry machinery • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • New York
The undersigned, CleanCore Solutions, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between CleanCore Solutions, Inc., a Nevada Corporation (the “Company”), and the undersigned (the “Indemnitee”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board, effective as of the Effective Date (as defined below).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between CC Acquisition Corp., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between CC Acquisition Corp., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
ContractSubscription Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of March 27, 2023, by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and David Enholm, an individual (the “Executive”). The Company and the Executive are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”
CONSULTING AGREEMENT Effective Date: October 17, 2022Consulting Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between CC Acquisition Corp., a Nevada corporation (“Client”) and the entity on the signature page hereto (“Consultant”).
ContractOption Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
OPTION AGREEMENT (this “Agreement”), dated September 16, 2022, by and between CC Acquisition Corp., a Nevada corporation (the “Company”), and Clayton Adams with his home address at 1904 S. 183rd Circle, Omaha, NE 68130 (the “Option Holder”).
AGREEMENTAgreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Agreement is entered into this 27th day July, 2023, by and between CleanCore Solutions, Inc. (“Solutions”) and Nebraska C. Ozone, LLC (“NCO”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Delaware
This Purchase and Sale Agreement, is dated as of the 17th day of October, 2022 (hereinafter “Agreement”), by and between CC Acquisition Corp., a Nevada corporation (hereinafter “Purchaser”), CleanCore Solutions, LLC, a Delaware limited liability company (“CleanCore”), TetraClean Systems, LLC, a Delaware limited liability company (“TetraClean”) and Food Safety Technology, LLC, a Delaware limited liability company (“Food Safety” and, together with CleanCore and TetraClean, the “Sellers” and each a “Seller”), and Burlington Capital, LLC (“Burlington”). Seller, Purchaser, and Burlington shall individually be referred to as a “Party”, and collectively as the “Parties”.
SECOND LEASE AMENDMENTSecond Lease Amendment • March 27th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Agreement, made and entered into between RMR Mercury 1-80, LLC a Nebraska limited liability company, (“Landlord”) and CleanCore Solutions, Inc a Nebraska Corporation, (“Tenant”), pertains to that certain FLEX BUILDING LEASE made and entered into November 10th, 2022 (collectively the “Lease”), located at 5920 South 118th Circle, Omaha, Nebraska 68137.
TRADEMARK ASSIGNMENTCleanCore Solutions, Inc. • October 10th, 2023 • Refrigeration & service industry machinery
THIS TRADEMARK ASSIGNMENT is made as of October 17, 2022 by CleanCore Technologies, LLC, a Delaware corporation (“Assignor”), to CC Acquisition Corp., a Nevada corporation (“Assignee”).
LOAN AGREEMENTLoan Agreement • March 27th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nevada
This Loan Agreement (hereinafter the “Agreement”) is entered into and shall become effective as of March 26, 2024 (the “Effective Date”), by and between CleanCore Solutions, Inc., a Nevada corporation (the “Borrower”), and Clayton Adams (the “Lender”). The Borrower and the Lender are referred to individually as a “Party” and, collectively, as the “Parties.”
SECOND EXTENSION AGREEMENTSecond Extension Agreement • January 9th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Second Extension Agreement is entered into as of the 17th day of December, 2023 by and between CleanCore Solutions, Inc., its successors and assigns, (referred to as “Maker”) and Burlington Capital, LLC (hereinafter referred to as “Burlington”).
FIRST LEASE AMENDMENTFirst Lease Amendment • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Agreement, made and entered into between RMR Mercury I-80, LLC a Nebraska limited liability company, (“Landlord”) and CleanCore Solutions, Inc a Nebraska Corporation, (“Tenant”), pertains to that certain FLEX BUILDING LEASE made and entered into November 10th, 2022 (collectively the “Lease”), located at 5920 South 118th Circle, Omaha, Nebraska 68137.
PROMISSORY NOTEAssignment Agreement • June 6th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Note (this “Note”) has been executed by CleanCore Solutions, Inc., a Nevada corporation (“Maker”) in connection with the transfer contemplated by that certain Allonge, Assignment, and Agreement, dated May 31, 2024 (the “Assignment Agreement”), of a portion of the principal amount of, and related accrued interest under that certain Promissory Note, dated October 17, 2022, as amended (the “Original Note”), by and between the Maker and Burlington Capital, LLC, a Delaware limited liability company. This Agreement is one of the New Notes contemplated by the Assignment Agreement.
Business Property LeaseBusiness Property Lease • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
THIS LEASE is entered into this 9th day of November 2022, between RMR Mercury I-80, LLC, a Nebraska Corporation, hereinafter referred to as “Landlord”, and CleanCore Solutions, Inc, a Nebraska corporation, hereinafter referred to as “Tenant”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 23rd, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of February 5, 2024, by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and Douglas Moore, an individual (the “Executive”). The Company and the Executive are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Delaware
This PATENT ASSIGNMENT AGREEMENT (“Patent Assignment”), dated as of September 29, 2022, is made by Food Safety Technology, L.L.C. (“Seller”), a Delaware limited liability company, located at 1004 Farnam Street, Suite 400, Omaha, Nebraska 68102 (“Assignor”), in favor of CC Acquisition Corp., a Nevada corporation (“Assignee”), the purchaser of certain assets of Assignor pursuant to the Purchase and Sale Agreement between Assignee and Assignor dated as of October 17, 2022 (the “Purchase Agreement”).
ContractCleanCore Solutions, Inc. • February 23rd, 2024 • Refrigeration & service industry machinery • Nebraska
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
This EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of Nov. 1, 2022, by and between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and Gary Hollst, an individual (the “Employee”). The Company and the Employee are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party”.
TRANSITION Assistance AGREEMENTTransition Assistance Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Delaware
This Transition Assistance Agreement (“Agreement”) is entered into effective as of October 17, 2022 (the “Effective Date”), by and between CC Acquisition Corp., a Nevada corporation (“Buyer”) and Burlington Capital, LLC (“Burlington”). Burlington and Buyer are from time to time referred to in this Agreement separately as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to them in that certain Purchase and Sale Agreement by and between the Buyer, Burlington, CleanCore Solutions, LLC, a Delaware limited liability company (“CleanCore”), TetraClean Systems, LLC, a Delaware limited liability company (“TetraClean”) and Food Safety Technologies, LLC, a Delaware limited liability company (“Food Safety” and, together with CleanCore and TetraClean, the “Sellers” and each a “Seller”), dated October 17, 2022 (the “Purchase Agreement”).
ALLONGE, ASSIGNMENT, AND AGREEMENTAllonge, Assignment, and Agreement • June 6th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
ALLONGE, ASSIGNMENT, AND AGREEMENT, dated May 31, 2024 (this “Agreement”), between BURLINGTON CAPITAL LLC, a Delaware limited liability company (the “Transferor”) and WALKER WATER, LLC, (the “Transferee”). The Transferor and the Transferee are sometimes referred to herein as a “Party” or collectively, as the “Parties.”
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • September 20th, 2024 • CleanCore Solutions, Inc. • Specialty cleaning, polishing and sanitation preparations • Nebraska
This Separation Agreement and Release of Claims (the “Separation Agreement”) is made by and between Douglas T. Moore, an individual (“Executive” or “Moore”), and CleanCore Solutions, Inc., a corporation organized under the laws of Nevada corporation and with a principal place of business at 5920 South 118th Circle, Suite 2, Omaha, NE 68137 (“Company” or “CleanCore”). The Executive and the Company are referred to herein from time to time collectively as the “Parties” and each individually as a “Party”.
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Delaware
This PATENT ASSIGNMENT AGREEMENT (“Patent Assignment”), dated as of September 29, 2022, is made by CleanCore Solutions, LLC (“Seller”), a Delaware limited liability company, located at 1004 Farnam Street, Suite 400, Omaha, Nebraska 68102 (“Assignor”), in favor of CC Acquisition Corp., a Nevada corporation (“Assignee”), the purchaser of certain assets of Assignor pursuant to the Purchase and Sale Agreement between Assignee and Assignor dated as of October 17, 2022 (the “Purchase Agreement”).
CONSULTING AGREEMENT EFFECTIVE DATE: April 1, 2024Consulting Agreement • September 20th, 2024 • CleanCore Solutions, Inc. • Specialty cleaning, polishing and sanitation preparations • Nebraska
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above by and between CLEANCORE SOLUTIONS, INC., a Nevada corporation (“Client”) and the entity on the signature page hereto (“Consultant”).
AMENDED AND RESTATED PROMISSORY NOTEAssignment Agreement • June 6th, 2024 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Amended and Restated Promissory Note (this “Agreement”) has been executed by CleanCore Solutions, Inc., a Nevada corporation (“Maker”) in connection with the transfer contemplated by that certain Allonge, Assignment, and Agreement, dated May 31, 2024 (the “Assignment Agreement”), of a portion of the principal amount of, and related accrued interest under that certain Promissory Note, dated October 17, 2022, as amended (the “Original Note”), by and between the Maker and Burlington Capital, LLC, a Delaware limited liability company (“Payee”, which term includes any future holder hereof). This Agreement is one of the New Notes contemplated by the Assignment Agreement.
EXTENSION AGREEMENTExtension Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery
This Extension Agreement is entered into this 13th day of September, 2023 by and between CleanCore Solutions, Inc., its successors and assigns, (referred to as “Maker”) and Burlington Capital, LLC (hereinafter referred to as “Burlington”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 10th, 2023 • CleanCore Solutions, Inc. • Refrigeration & service industry machinery • Nebraska
This Distribution Agreement (this “Agreement”), dated as of September 7th, 2023 (the “Effective Date”), is entered into between Quail Systems, LLC, a Tennessee limited liability company (“Distributor”) and CleanCore Solutions, Inc., a Nevada corporation (“Seller”, and together with Distributor, the “Parties,” and each, a “Party”).
TRADEMARK ASSIGNMENTCleanCore Solutions, Inc. • October 10th, 2023 • Refrigeration & service industry machinery
THIS TRADEMARK ASSIGNMENT is made as of October 17, 2022 by Food Safety Technology, L.L.C., a Delaware corporation (“Assignor”), to CC Acquisition Corp., a Nevada corporation (“Assignee”).
ContractCleanCore Solutions, Inc. • May 1st, 2024 • Refrigeration & service industry machinery • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 25, 2024, WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING, (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
