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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 11, 2025 (June 5, 2025)

 

CLEANCORE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   001-42033   88-4042082
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

5920 S. 118th Circle, Omaha, NE   68137
(Address of principal executive offices)   (Zip Code)

 

  (877) 860-3030  
  (Registrant’s telephone number, including area code)  

 

 
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share   ZONE   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 1.01 Notice of Entry into a Material Definitive Agreement.

 

Settlement Agreement with Matthew Atkinson

 

On June 6, 2025, CleanCore Solutions, Inc. (the “Company”), Clayton Adams, the Company’s Chief Executive Officer, and David Enholm, the Company’s Chief Financial Officer, entered into a settlement and release agreement (the “Atkinson Settlement Agreement”) with Matthew Atkinson, the Company’s former Chief Executive Officer, to settle the Lawsuit (as defined below).

 

As previously disclosed, on August 20, 2024, Mr. Atkinson filed a complaint against the Company in the District Court of Douglas County, Nebraska, which was amended on November 25, 2024 to add Messrs. Adams and Enholm as defendants, in which Mr. Atkinson alleged certain claims arising from his employment with, and separation of employment from, the Company, and the Company alleged certain counterclaims against Mr. Atkinson for breach of contract (the “Lawsuit”).

 

Pursuant to the Atkinson Settlement Agreement, which will become effective on the sixteenth (16th) day following Mr. Atkinson’s execution of the Atkinson Settlement Agreement, which is June 21, 2025 (the “Effective Date”), assuming that it has not been revoked by Mr. Atkinson, the Company agreed to issue 200,000 shares of its class B common stock (the “Shares”) on the Effective Date to James T. Coyle Legacy Trust in order to resolve an obligation that Mr. Atkinson has to transfer such shares that has not been met. The Board of Directors of the Company determined that resolving the Lawsuit in exchange for the Shares was in the best interests of the Company and its stockholders. The parties agreed to dismiss the Lawsuit with prejudice within five (5) business days of the Effective Date, with each party bearing its own fees and costs, including attorney fees, and to waive any right to file an appeal or post-dismissal motions. The Atkinson Settlement Agreement also contains a release of claims by each party and standard confidentiality and non-disparagement provisions.

 

The foregoing summary of the terms and conditions of the Atkinson Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Atkinson Settlement Agreement attached hereto as an exhibit, which is incorporated herein by reference.

 

Settlement Agreement with Boustead Securities

 

On June 5, 2025, the Company entered into a settlement agreement (the “Boustead Settlement Agreement”) with Boustead Securities, LLC (“Boustead”) relating to certain compensation that Boustead asserted was owed to it under an engagement letter between the parties, dated September 21, 2022 (the “Engagement Letter”), and an underwriting agreement between the parties, dated April 25, 2024 (together with the Engagement Letter, the “Boustead Agreements”). Pursuant to the Boustead Settlement Agreement, the Company agreed to pay Boustead (i) $100,000 in cash within 45 days of the date of the Boustead Settlement Agreement and (ii) an additional $1,050,000 in cash upon the closing of a financing, offering or other transaction to raise capital (such a transaction, a “Financing Transaction”) in an amount of at least $50 million; provided that if the Company consummates one or more Financing Transactions in an amount of less than $50 million, then the Company must pay Boustead no less than two percent (2%) of the total amount of funds disbursed to the Company pursuant to each such Financing Transaction until Boustead receives a total of $1,050,000 in cash.

 

In addition to the cash compensation described above, on June 9, 2025, the Company issued to Boustead (i) a warrant for the purchase of 29,750 shares of class B common stock at an exercise price of $1.25 per share and (ii) a warrant for the purchase of 9,426 shares of class B common stock at an exercise price of $1.06 per share (together, the “Warrants”). In addition, upon closing of a Financing Transaction, the Company agreed to issue to Boustead a warrant for the purchase of 160,824 shares of class B common stock at an exercise price equal to the lower of (i) the price per share paid in such Financing Transaction or (ii) the exercise price of any warrants issued to the placement agent or financial advisor in connection with such Financing Transaction (the “Transaction Warrants”). The Transaction Warrants will have piggy-back rights with respect to registration in the event a registration statement is filed in connection with the Financing Transaction.

 

1 


 

Upon payment of the compensation described above, the Boustead Agreements and any and all of the parties’ obligations thereunder shall be terminated, except for the Company’s indemnification obligations under the Engagement Letter. In the event that the Company fails to execute a term sheet or letter of intent for a Financing Transaction within six (6) months after the date of the Boustead Settlement Agreement or fails to close a Financing Transaction and pay the cash compensation and issue the Transaction Warrants described above upon closing of such Financing Transaction within one (1) year after the date of the Boustead Settlement Agreement, then the Boustead Settlement Agreement will expire one (1) year after the date of the Boustead Settlement Agreement and the obligations of the parties under the Boustead Agreements shall continue. The Boustead Settlement Agreement also contains a standard mutual release by both parties.

 

The foregoing summary of the terms and conditions of the Boustead Settlement Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached hereto as exhibits, which are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 regarding the issuance of the Shares and the Warrants is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 5, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 5,772,452 shares of the Company’s class B common stock were represented in person or by valid proxies, which represented 68% of the class B common stock outstanding as of the record date, April 22, 2025, constituting a quorum.

 

Stockholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement, dated April 23, 2025, the relevant portions of which are incorporated herein by reference. The final results for the votes regarding each proposal are set forth below.

 

Proposal 1: The Company’s stockholders elected four directors to the Board of Directors of the Company to serve until the next annual meeting of stockholders. The votes regarding this proposal were as follows:

 

    Votes For     Votes Withheld     Broker
Non-Votes
 
Clayton Adams     4,784,403       7,808       2,601,073  
David Enholm     4,779,902       12,308       2,601,073  
Brent Cox     4,784,861       7,350       2,601,073  
Peter Frei     4,784,862       7,349       2,601,073  

 

Proposal 2: The Company’s stockholders ratified the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. The votes regarding this proposal were as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  5,753,636       18,791       25       2,601,073  

 

Proposal 3: The Company’s stockholders approved Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan to increase the share reserve. The votes regarding this proposal were as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  4,776,083       16,128       0       2,601,073  

 

2 


 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
4.1   Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025
4.2   Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025
10.1   Settlement and Release Agreement, dated June 6, 2025, among Matthew Atkinson, CleanCore Solutions, Inc., Clayton Adams and David Enholm
10.2+   Settlement Agreement, dated June 5, 2025, between Boustead Securities, LLC and CleanCore Solutions, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

+ Certain confidential information contained these exhibits has been omitted in accordance with Item 6.01(b)(10) because it is both not material and is the type that the Company customarily and actually treats as private or confidential.

 

3 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 11, 2025

CLEANCORE SOLUTIONS, INC.
   
  /s/ Clayton Adams
  Name:  Clayton Adams
  Title: Chief Executive Officer

 

4

 

EX-4.1 2 ea024537401ex4-1_clean.htm COMMON STOCK PURCHASE WARRANT ISSUED BY CLEANCORE SOLUTIONS, INC. TO BOUSTEAD SECURITIES, LLC ON JUNE 9, 2025

Exhibit 4.1

 

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

CLEANCORE SOLUTIONS, INC.

 

COMMON STOCK PURCHASE WARRANT

 

CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), hereby certifies that, for value received, Boustead Securities, LLC or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to 29,750 shares (the “Warrant Shares”) of its Class B Common Stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $1.25 (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after June 9, 2025 (the “Original Issue Date”) and through and including 5:00 p.m. Central time on June 8, 2030 (the “Expiration Time”), and subject to the following terms and conditions:

 

1. List of Warrant Holders. The Company shall register this common stock purchase warrant (this “Warrant”), upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

2. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new common stock purchase warrant, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

 

3. Exercise and Duration of Warrant.

 

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 3 at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

 

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

 

 


 

(c) Notwithstanding anything contained herein to the contrary, so long as the Warrant Shares are not freely transferable, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

 

Net Number = (A x B) - (A x C)

 

B

 

For purposes of the foregoing formula:

 

A= the total number of shares with respect to which this Warrant is then being exercised.

 

B= the Per Share Price (as defined below) of one (1) share of Common Stock at the time the net issuance election under this Section 3(c) is made.

 

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

For purposes of Section 3(c), “Per Share Price” means: (A) if the Common Stock is traded on a national securities exchange, the Per Share Price shall be deemed to be the closing price of the Common Stock as quoted on any exchange, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder, or (B) if the Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Common Stock for the trading day immediately prior to the date of Holder’s election; or (C) if neither (A) nor (B) is applicable, the Per Share Price shall be determined in good faith by the Board of Directors of the Company based on relevant facts and circumstances at the time of the net exercise under Section 3(c), including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control.

 

For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant.

 

(d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

 

4. Delivery of Warrant Shares.

 

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) business days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a book entry statement from the Company’s transfer agent for the Warrant Shares issuable upon such exercise. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.  If the Warrant Shares are registered under the Securities Act or otherwise freely tradable, the Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, the Warrant Shares hereunder electronically through The Depository Trust Company through its Deposit or Withdrawal at Custodian system.

 

2


 

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

 

(c) If the Company fails to deliver the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

 

5. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

 

6. Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

 

7. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

 

8. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8.

 

(a) Adjustments for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 8(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

 

(b) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to stockholders (other than distributions payable out of earnings or retained earnings), or (iii) reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

 

3


 

(c) Voluntary Adjustment By Company. Subject to the rules and regulations of the applicable trading market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

 

9. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

10. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of that certain Settlement Agreement, dated June 5, 2025, between the Holder and the Company.

 

11. No Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement.

 

12. Miscellaneous.

 

(a) This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder.

 

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company the Holder hereby consent to the jurisdiction of the state and federal courts in New York.

 

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

 

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

 

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

 

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

[Signature Page Follows]

 

4


 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

 

  CLEANCORE SOLUTIONS, INC.
     
  By: /s/ Clayton Adams
  Name:  Clayton Adams
  Title: Chief Executive Officer

 

5


 

CLEANCORE SOLUTIONS, INC.

 

EXERCISE NOTICE

 

Ladies and Gentlemen:

 

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

 

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐ Cash Exercise under Section 3(b)

 

☐ Cashless Exercise under Section 3(c) (assuming conditions precedent are met)

 

(3) If the Holder has elected a Cash Exercise, the holder shall pay the sum of $______________to the Company in accordance with the terms of the Warrant.

 

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with the terms of the Warrant.

 

(5) Please deliver the Warrant Shares to the following address:

 

___________________________________________________

___________________________________________________

___________________________________________________

 

OR, if the Warrant Shares are to be issued through The Depository Trust Company, to the following account:

 

Broker Name:_________________________________________________________

DTC Participant No.:_________________________________________________________

Account Name:_________________________________________________________

Account No.:___________________________________________________

 

Dated:     HOLDER:  
         
     
    Print Name
     
    By:                
       
    Title:  

 

6


 

CLEANCORE SOLUTIONS, INC.

 

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

 

Dated:     TRANSFEROR:

 

   
  Print Name
   
  By:                 
   
  Title:   
   
   
  TRANSFEREE:
   
   
  Print Name
   
  By:  
   
  Title:   
   
  Address of Transferee:
   
   
   
   
  Tax ID (SSN or EIN) of Transferee:
   
   

 

7

 

EX-4.2 3 ea024537401ex4-2_clean.htm COMMON STOCK PURCHASE WARRANT ISSUED BY CLEANCORE SOLUTIONS, INC. TO BOUSTEAD SECURITIES, LLC ON JUNE 9, 2025

Exhibit 4.2

 

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

CLEANCORE SOLUTIONS, INC.

 

COMMON STOCK PURCHASE WARRANT

 

CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), hereby certifies that, for value received, Boustead Securities, LLC or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to 9,426 shares (the “Warrant Shares”) of its Class B Common Stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $1.06 (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or after June 9, 2025 (the “Original Issue Date”) and through and including 5:00 p.m. Central time on June 8, 2030 (the “Expiration Time”), and subject to the following terms and conditions:

 

1. List of Warrant Holders.  The Company shall register this common stock purchase warrant (this “Warrant”), upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

2. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new common stock purchase warrant, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

 

3. Exercise and Duration of Warrant.

 

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 3 at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

 

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

 


 

(c) Notwithstanding anything contained herein to the contrary, so long as the Warrant Shares are not freely transferable, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

 

Net Number = (A x B) - (A x C)

 

B

 

For purposes of the foregoing formula:

 

A= the total number of shares with respect to which this Warrant is then being exercised.

 

B= the Per Share Price (as defined below) of one (1) share of Common Stock at the time the net issuance election under this Section 3(c) is made.

 

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

For purposes of Section 3(c), “Per Share Price” means: (A) if the Common Stock is traded on a national securities exchange, the Per Share Price shall be deemed to be the closing price of the Common Stock as quoted on any exchange, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of Holder’s election hereunder, or (B) if the Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Common Stock for the trading day immediately prior to the date of Holder’s election; or (C) if neither (A) nor (B) is applicable, the Per Share Price shall be determined in good faith by the Board of Directors of the Company based on relevant facts and circumstances at the time of the net exercise under Section 3(c), including in the case of a change of control of the Company the consideration receivable by the holders of the Common Stock in such change of control.

 

For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which the Company was obligated to issue this Warrant.

 

(d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

 

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4. Delivery of Warrant Shares.

 

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) business days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a book entry statement from the Company’s transfer agent for the Warrant Shares issuable upon such exercise. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.  If the Warrant Shares are registered under the Securities Act or otherwise freely tradable, the Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, the Warrant Shares hereunder electronically through The Depository Trust Company through its Deposit or Withdrawal at Custodian system. 

 

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

 

(c) If the Company fails to deliver the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

 

5. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

 

6. Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

 

7. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

 

8. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8.

 

(a) Adjustments for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 8(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

 

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(b) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to stockholders (other than distributions payable out of earnings or retained earnings), or (iii) reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

 

(c) Voluntary Adjustment By Company. Subject to the rules and regulations of the applicable trading market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

 

9. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

10. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if given in accordance with the provisions of that certain Settlement Agreement, dated June 5, 2025, between the Holder and the Company.

 

11. No Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement.

 

12. Miscellaneous.

 

(a) This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder.

 

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(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. The Company the Holder hereby consent to the jurisdiction of the state and federal courts in New York.

 

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

 

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

 

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

 

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

 

  CleanCore Solutions, Inc.
   
  By: /s/ Clayton Adams
  Name:  Clayton Adams
  Title: Chief Executive Officer

 

 


 

CLEANCORE SOLUTIONS, INC.

 

EXERCISE NOTICE

 

Ladies and Gentlemen:

 

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ shares of Common Stock.  Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

 

(2) The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐  Cash Exercise under Section 3(b)

 

☐  Cashless Exercise under Section 3(c) (assuming conditions precedent are met)

 

(3) If the Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________  to the Company in accordance with the terms of the Warrant.

 

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance with the terms of the Warrant.

 

(5) Please deliver the Warrant Shares to the following address:

 

 
 
 

 

OR, if the Warrant Shares are to be issued through The Depository Trust Company, to the following account:

 

Broker Name: _________________________

DTC Participant No.: ______________________

Account Name:  __________________________

Account No.:  ____________________________

 

Dated:                                                                                                              HOLDER:
     
     
    Print Name
     
    By:                
                     
    Title:  

 

 


 

CLEANCORE SOLUTIONS, INC.

 

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

 

Dated:                                                                                                              TRANSFEROR:
     
     
    Print Name
     
    By:                
       
    Title:  
       
       
    TRANSFEREE:
     
     
    Print Name
     
    By:                
       
    Title:  
       
    Address of Transferee:
     
     
     
     
    Tax ID (SSN or EIN) of Transferee:
     

 

 

 

 

 

EX-10.1 4 ea024537401ex10-1_clean.htm SETTLEMENT AND RELEASE AGREEMENT, DATED JUNE 6, 2025, AMONG MATTHEW ATKINSON, CLEANCORE SOLUTIONS, INC., CLAYTON ADAMS AND DAVID ENHOLM

Exhibit 10.1

 

SETTLEMENT AND RELEASE AGREEMENT

 

This Settlement and Release Agreement (the “Agreement”) is made and entered into as of the last date on the signature page below, by and between Matthew Atkinson (“Plaintiff”) and CleanCore Solutions, Inc., Clayton Adams, and David Enholm (“Defendants”).

 

WHEREAS, disputes and differences have arisen among the parties;

 

WHEREAS, Plaintiff filed a lawsuit captioned Matthew Atkinson v. CleanCore Solutions, Inc. et al., Case No. CI 24-6572 in the District Court of Douglas County, Nebraska alleging claims of (1) violation of the Nebraska Wage Payment and Collection Act; (2) breach of the employment agreement; (3) breach of the separation agreement; (4) breach of the covenant of good faith and fair dealing; (5) promissory estoppel; and (6) fraudulent inducement, all arising from his employment with, and separation of employment from, CleanCore Solutions, Inc. (the “Lawsuit”);

 

WHEREAS, CleanCore Solutions, Inc. alleged counterclaims against Plaintiff in the Lawsuit for breach of contract;

 

WHEREAS, Plaintiff has represented to Defendants that he has an obligation to transfer 200,000 shares of ZONE stock to a third party, specifically, the James T. Coyle Legacy Trust, pursuant to that certain Secondary Stock Purchase Agreement dated November 2, 2023, and as key consideration for this Agreement, CleanCore has agreed to transfer 200,000 shares of ZONE stock to the James T. Coyle Legacy Trust as further set forth below;

 

WHEREAS, the parties deny any and all wrongdoing or liability whatsoever with respect to any allegation, claim or counterclaim in the Lawsuit, arising out of the Lawsuit or in any way related to the Lawsuit; and

 

WHEREAS, the parties, without admitting liability, fault or indebtedness, have successfully negotiated a resolution of the pending dispute on the below terms and conditions.

 

NOW THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by this reference) and the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties further agree as follows:

 

1. Transfer of Shares. On the Effective Date (defined below), assuming Plaintiff has not revoked this Agreement pursuant to section 4 below, CleanCore shall issue to James T. Coyle Legacy Trust (the “Trust”) 200,000 shares of class B common stock, $0.0001 par value per share, of CleanCore. In connection with the issuance of such shares, Plaintiff and the Trust will complete an Accredited Investor Questionnaire in form and substance satisfactory to CleanCore.

 

2. Dismissal of Lawsuit. Within five (5) business days of the Effective Date, the Parties shall dismiss with prejudice the Lawsuit, including all claims and counterclaims, with each party to bear its own attorney fees, expert fees, mediator fees and costs. Upon the Court entering an order dismissing the Lawsuit with prejudice, the parties waive any right to file and prosecute an appeal or any post-dismissal motions.

 

 


 

3. Matthew Atkinson’s Release. As of the Effective Date, Plaintiff on his own behalf and on behalf of present and former spouses, dependents, agents, representatives, heirs, executors, administrators, trustees, assigns, and all persons acting by, through, under, or in concert with them, past or present, and on behalf of any entity, corporation, limited liability company, business, partnership, joint venture, and/or company in which Plaintiff has an ownership interest and/or in which Plaintiff holds a managerial, board membership, officer position, and/or other influence or control, and on behalf of their respective present and former parents, subsidiaries, and affiliates, as well as the present and former directors, officers, managers, shareholders, members, partners, predecessors, successors, insurers, and assigns of each of the foregoing (the “Atkinson Releasors”), hereby fully and finally release and forever discharge Defendants, and their respective present and former parents, subsidiaries, and affiliates, and their respective present and former directors, officers, managers, associates, employees, servants, stockholders, members, partners, predecessors, successors, insurers, lenders, franchisees, assigns, representatives, agents, attorneys, and their present and former representatives, spouses, heirs and assigns (collectively the “Atkinson Releasees”), of and from any and all manner of actions, causes of action, claims for relief, in law or in equity, statutory relief, statutory claims, statutory violations, suits, administrative remedies, injunctions, debts, torts, frauds, misrepresentations, concealments, contracts, contributions, indemnities, subrogations, promissory notes, agreements, promises, liabilities, claims, demands, wages, damages, interest, losses, invoices, penalties, liens, costs, and fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (the “Atkinson Claims”) that the Atkinson Releasors or any of them now have or have ever had against the Atkinson Releasees or any of them, including, without limitation, claims and counterclaims that were asserted or that could have been asserted in the Lawsuit, any claim arising from any agreement, policy or plan of CleanCore Solutions, Inc., and any claim under any federal, state or local statute, regulation, ordinance, or common law, including, without limitation, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Nebraska Age Discrimination in Employment Act, the Nebraska Fair Employment Practice Act, the Nebraska Wage Payment and Collection Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota Termination of Sales Representatives Act, the Minnesota Whistleblower Act, the Minnesota Whistleblower Protection Laws, the Minnesota Parental Leave Act, and other claims allowed under Minnesota Statute Chapter 181, all as amended.

 

Defendants have advised Plaintiff to consult with an attorney, at Plaintiff’s expense, prior to signing this Agreement, and Plaintiff affirms that he has done so. Plaintiff confirms and acknowledges that this Agreement is written in a clear manner that Plaintiff understands, that Plaintiff has read and understands this Agreement, and that Plaintiff has signed this Agreement freely and voluntarily with the intent to fully release the Atkinson Releasees from any and all Atkinson Claims. Plaintiff further acknowledges that he has been given up to twenty-one (21) days to consider signing this Agreement (the “Review Period”). Plaintiff may sign this Agreement before the expiration of the Review Period by signing and delivering this Agreement to Defendants through their counsel. Plaintiff further acknowledges and agrees that by signing this Agreement prior to the expiration of the Review Period, he knowingly and voluntarily waives the Review Period and surrenders whatever rights or claims he may have to challenge the Agreement because the Review Period did not expire before Plaintiff signed the Agreement.

 

Plaintiff acknowledges and understand Plaintiff may revoke this Agreement for a period of up to fifteen (15) days after Plaintiff executes it (not counting the day it is signed). To revoke this Agreement, Plaintiff must give written notice to Defendants through their counsel stating that Plaintiff wishes to revoke this Agreement. Said written notice shall be completed by providing said notice by overnight FedEx or UPS, and email, to Defendants’ counsel John Matson at john.matson@koleyjessen.com and Tim Young at tim.young@koleyjessen.com. This Agreement shall become effective and enforceable on the sixteenth (16th) day following Plaintiff’s execution of this Agreement, assuming it has not been revoked (the “Effective Date”). If Plaintiff elects to revoke this Agreement pursuant to this section, the Agreement shall immediately and automatically be void, null, cancelled, rescinded and terminated in its entirety with respect to all parties hereto. Likewise, if Plaintiff does not execute this Agreement, the Agreement shall be void, null, cancelled, rescinded and terminated in its entirety with respect to all parties hereto; in other words, all parties hereto must fully execute this Agreement for it to become effective.

 

Plaintiff knowingly, freely, and voluntarily agrees to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it.

 

All of the Atkinson Releasees herein, who are not parties to this Agreement, are hereby declared to be intended third-party beneficiaries hereunder, and shall have standing to enforce the rights and obligations set forth in this section. Plaintiff on behalf of himself and the other Atkinson Releasors, hereby represent and warrant that they have not transferred, encumbered or assigned any of the Atkinson Claims to any other person or entity. It is expressly understood that the release contained in this section does not release any party’s rights in this Agreement or any breach of this Agreement.

 

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4. Clarification on Plaintiff’s rights as a shareholder of CleanCore Solutions, Inc. The parties acknowledge that Plaintiff is currently and is anticipated to continue to be a shareholder of CleanCore Solutions, Inc. until such time as he has divested himself of all of his shares in CleanCore Solutions, Inc. should he so choose to divest himself of such shares. Nothing in this Agreement is intended to affect Plaintiff’s rights as a shareholder of CleanCore Solutions, Inc. while he is a shareholder of CleanCore Solutions, Inc., except that Plaintiff’s release set forth in Section 3 is intended to, and does, result in a full and complete waiver and release of all the Atkinson Claims. The parties acknowledge and agree that as of the date of execution of this Agreement, Plaintiff is similarly situated with the other shareholders of CleanCore Solutions, Inc., except that Plaintiff’s release set forth in Section 3 is intended to, and does, result in a full and complete waiver and release of all the Atkinson Claims.

 

5. Defendants’ Release. Effective on the Effective Date, Defendants on their behalf and on behalf of present and former spouses, dependents, agents, representatives, heirs, executors, administrators, trustees, assigns, and all persons acting by, through, under, or in concert with them, past or present and on behalf of their respective present and former parents, subsidiaries, and affiliates, as well as their present and former directors (except Mike Grisham), officers, managers, shareholders, members, partners, predecessors, successors, insurers, and assigns (collectively the “CleanCore Releasors”), hereby fully and finally release and forever discharge Plaintiff and his present and former spouses, dependents, agents, representatives, heirs, executors, administrators, trustees, assigns (collectively the “CleanCore Releasees”), of and from any and all manner of actions, causes of action, claims for relief, in law or in equity, statutory relief, statutory claims, statutory violations, suits, administrative remedies, injunctions, debts, torts, frauds, misrepresentations, concealments, contracts, contributions, indemnities, subrogations, promissory notes, agreements, promises, liabilities, claims, demands, wages, damages, interest, losses, invoices, penalties, liens, costs, and fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (collectively the “CleanCore Claims”) that the CleanCore Releasors or any of them now have or have ever had against the CleanCore Releasees or any of them relating to the Lawsuit, including, without limitation, claims and counterclaims that were asserted in the Lawsuit. For avoidance of doubt, notwithstanding any other provision in this Agreement, Defendants do not release any claims or rights of any of the CleanCore Releasors that/who may have entered into separate agreements or understandings with Plaintiff (such as the James T. Coyle Legacy Trust’s potential claims relating to the agreement with Plaintiff referenced above), and/or that/who may have rights and obligations involving or relating to Plaintiff, unrelated to the Lawsuit. All of the CleanCore Releasees herein, who are not parties to this Agreement, are hereby declared to be intended third-party beneficiaries hereunder, and shall have standing to enforce the rights and obligations set forth in this section. Defendants on behalf of themselves and the other CleanCore Releasors, hereby represent and warrant that they have not transferred, encumbered or assigned any of the CleanCore Claims to any other person or entity. It is expressly understood that the release contained in this section does not release any party’s rights in this Agreement or any breach of this Agreement.

 

6. Covenant Prohibiting Other Actions. The parties covenant that they shall not institute, promote, participate in, assist with, submit, file or permit to be filed on their behalf any lawsuit, charge, claim, complaint, grievance (e.g. media, criminal, Better Business Bureau, licensing and certification authorities, commissions, etc.) or other proceeding whether judicial, administrative, arbitration or otherwise arising out of or in any way relating to the Lawsuit (collectively a “Complaint”). To the extent any of the parties have already made, submitted, participated in or is aware of any Complaint, that party shall immediately withdraw and/or dismiss any such Complaint.

 

7. Confidentiality of Agreement. The parties agree that the terms of this Agreement, and the negotiations, proposals and discussions relating to this Agreement, are and shall be held confidential by them, unless and to the extent disclosure is required by law, including the Securities Exchange Act of 1934, as amended (“Exchange Act”), except that any of the parties to this Agreement may disclose the terms of this Agreement: (a) to intended third party beneficiaries of this Agreement and to the parties’ attorneys, accountants, auditors, lenders, regulators, assigns, parent companies and/or subsidiaries; (b) in an action to enforce the terms of this Agreement; and (c) in response to a subpoena or the equivalent after giving the other parties reasonable notice and an opportunity to object. The parties may tell third parties that the parties have amicably resolved their disputes. All negotiations, discussions, mediations and actions leading to the execution of this Agreement are confidential and intended only for settlement purposes. The Plaintiff acknowledges that CleanCore is a reporting company under the Exchange Act and will be required to file a current report on Form 8-K and other reports in the future that provide a summary of the material terms of this Agreement and include a copy of this Agreement as an exhibit thereto.

 

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8. Non-Disparagement. As of the Effective Date forward, none of the parties, nor their present and former spouses, dependents, representatives, attorneys or agents, shall make any disparaging statements about any other party to this Agreement.

 

9. The Parties’ Acknowledgements. As inducement and consideration for this Agreement, the parties certify, acknowledge, and agree as follows:

 

a. They have carefully read the terms of this Agreement and all attachments, and they understand their terms and effects, including the fact that they have agreed to RELEASE, RELINQUISH AND FOREVER DISCHARGE, the Atkinson Releasees and the CleanCore Releasees from any legal action or other liability of any type related in any way to the matters released;

 

b. They have signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which they acknowledge is adequate and satisfactory to them and which they acknowledge is in addition to any other benefits to which they are otherwise entitled;

 

c. They fully understand that this Agreement shall remain in full force and effect and enforceable, even if any fact with respect to any matter covered by the releases herein is found hereafter to be other than or different from the facts now believed to be true, and which, if known or suspected at the time of executing this Agreement, may have materially affected the settlement, and each party accepts and assumes that the releases shall be and remain effective, notwithstanding such difference in the facts;

 

d. They have been and are hereby advised in writing to consult with an attorney prior to signing this Agreement and have to the extent they desire discussed all aspects of this Agreement with an attorney and have signed this Agreement freely and voluntarily, and they acknowledge that they suffer from no legal incapacity, and are not under any duress, economic or otherwise, at the time of execution of this Agreement;

 

e. The parties have each participated in the negotiation and drafting of this Agreement, and therefore, the terms and conditions of this Agreement shall be construed as if drafted jointly by the parties and shall not be interpreted or applied in favor or against any party on the basis of who may have drafted this Agreement or any particular provisions;

 

f. The recitals at the beginning of this Agreement are incorporated into this Agreement and are an integral part of this Agreement;

 

g. This Agreement supersedes all prior proposals, promises, agreements, understandings, and representations made by the parties, whether oral, written or implied, with regard to the matters herein resolved and settled. This Agreement is contractual and not a mere recital, and it embodies the entire agreement and understanding between the parties concerning the matters herein resolved and settled. This Agreement may not be changed, modified, supplemented or amended except in writing signed by the parties;

 

h. This Agreement involves the settlement of disputed claims, and is not an admission of liability, wrongdoing, or indebtedness by any party.

 

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In fact and in law, the parties expressly deny any such liability, wrongdoing or indebtedness, and Mathew Atkinson retracts his allegations that Defendants committed fraud; i. If any portion, provision, or part of this Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this Agreement (which remain subject to the execution of this Agreement), and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts;

 

j. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Nebraska and applicable federal law, without reference to or application of Nebraska’s conflict of law principles. The parties hereby agree that any act to enforce the terms of this Agreement, or for any other remedy arising out of said Agreement, shall be brought only in the state or federal courts located in Omaha, Douglas County, Nebraska and in no other court, and each party specifically acknowledges and submits to the personal jurisdiction of said court and waives as to such court any defense of inconvenient forum or improper venue. Each party agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any court;

 

k. No party, assignee, successor or intended third party beneficiary to this Agreement shall seek a jury trial, and each of them hereby irrevocably, unconditionally, knowingly and voluntarily waives, and agrees to cause their affiliates to waive any right to trial by jury in any suit, proceeding, counterclaim or any other litigation procedure relating to or arising out of this Agreement. No party, assignee, successor or intended third party beneficiary to this Agreement will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial cannot be or has not been waived. The provisions of this section have been fully discussed by the parties hereto, and these provisions shall be subject to no exceptions. No party hereto has in any way agreed with or represented to any other party hereto that the provisions of this section will not be fully enforced in all instances;

 

l. This Agreement and all other agreements and documents contemplated by this Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The parties may exchange counterparts of such documents by means of facsimile transmission or electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 e.g. www.docusign.com). The parties agree that the receipt of such executed counterparts shall be binding on such parties, shall be construed as originals and for proof purposes, and it shall not be necessary to produce or account for all of the original executed counterparts;

 

m. Each party hereto represents and warrants that the person signing this Agreement on its behalf is authorized to bind it with respect to the matters contained herein, and that neither the execution of this Agreement, nor the performance of this Agreement will result in any violation of any contract, agreement, loan agreement or understanding to which any party hereto is a party or otherwise bound; and

 

n. The prevailing party on any action to enforce or interpret this Agreement (including, without limitation, claims for payment hereunder) shall recover their reasonable attorney fees and costs.

 

10. Further Actions. Each of the parties hereto and their respective counsel shall promptly take such actions and execute, acknowledge, deliver and cause to be fully filed and recorded all such additional agreements, documents, pleadings and/or instruments as may be reasonably necessary or appropriate to consummate or implement the settlement contemplated by this Agreement.

 

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.

 

This Agreement shall also be binding upon all other Atkinson Releasors and the CleanCore Releasors, and shall inure to the benefit of the Atkinson Releasees, the CleanCore Releasees, and the expressly named third party beneficiaries. There are no other third party beneficiaries.

 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

 

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COUNTERPART SIGNATURE PAGE TO THIS SETTLEMENT AND RELEASE AGREEMENT.

 

THE FOREGOING SETTLEMENT AND RELEASE AGREEMENT HAS BEEN READ AND FULLY UNDERSTOOD BEFORE THE SIGNING OF SUCH AGREEMENT.

 

IN WITNESS WHEREOF, the parties hereto have affixed their signatures on the dates set forth herein.

 

CleanCore Solutions, Inc.

 

By: /s/ Clayton Adams   /s/ Matthew Atkinson
      Matthew Atkinson, Individually

 

PrintedName:  Clayton Adams    
      Date: 6/5/2025

 

Its: CEO  
   
Date: 6/6/2025  

 

/s/ Clayton Adams  
Clayton Adams, Individually  

 

Date: 6/6/2025  

 

/s/ David Enholm  
David Enholm, Individually  

 

Date: 6/6/2025  

 

 

 

EX-10.2 5 ea024537401ex10-2_clean.htm SETTLEMENT AGREEMENT, DATED JUNE 5, 2025, BETWEEN BOUSTEAD SECURITIES, LLC AND CLEANCORE SOLUTIONS, INC

Exhibit 10.2

 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL.

 

SETTLEMENT AGREEMENT

 

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made this 5th of June, 2025 (the “Effective Date”), by and among Boustead Securities, LLC (“Boustead”), CleanCore Solutions, Inc. (“CleanCore”), and CC Acquisition Corp. (“CC Acquisition,” and together with CleanCore, “CleanCore parties”). Boustead, CleanCore and CC Acquisition Corp. are together referred to in this Agreement as the “Parties” and each individually referred to in this Agreement as a “Party.”

 

WHEREAS, on or about September 21, 2022, Boustead and CC Acquisition entered into an Engagement Letter (“Engagement Letter”);

 

WHEREAS, on or about April 25, 2024, Boustead and CleanCore entered into an Underwriting Agreement (“Underwriting Agreement,”);

 

WHEREAS, Boustead asserts that it is owed certain compensation stemming from the Engagement Letter, Underwriting Agreement, or any other agreements or amendments thereto (collectively, the “Boustead Agreements”) among the parties, including but not limited to compensation related to a transaction on or about April 15, 2025 (“Sanzonate Transaction”), and a transaction on or about April 16, 2025 (“Note Transaction”);

 

WHEREAS, CleanCore wishes to pursue one or more transactions, which transaction (or transactions) may aggregate to Fifty Million and 00/100 Dollars ($50,000,000) or more (such as the transaction discussed between the Parties on June 2, 2025, with a representative of [***], or any other financings, offerings or other transactions to raise capital, to which the Company is a Party, after the Effective Date) (“TRANSACTIONS”);

 

WHEREAS, CleanCore asserts that the existence of the Boustead Agreements, including but not limited to any ROFR obligations thereunder, may impede consummation of the TRANSACTIONS; and

 

WHEREAS, the Parties wish to come to an Agreement respecting the Boustead Agreements, and wish to modify the obligations thereunder, including but not limited to any ROFR obligations thereunder.

 

 


 

NOW THEREFORE, for good and valuable consideration as well as the mutual covenants and agreements described herein, the sufficiency of which is now and hereby acknowledged by the Parties hereto, the Parties, intending to be legally bound, hereby agree as follows:

 

1. Initial Payment. Within forty-five (45) days of the Effective Date, CleanCore will cause payment in the total amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Initial Payment”) to be delivered to Boustead by wire transfer to

 

the below wire instructions:

 

ABA Routing No:

SWIFT Code:

Bank Name:

Address:

Beneficiary Account Name:

Beneficiary Account No:

Beneficiary Address:

 

2. Initial Warrants. Upon execution of this Agreement on the Effective Date, or within five (5) business days thereafter, CleanCore will issue to Boustead the following warrants (the “Initial Warrants”):

 

a. Warrants for Twenty-Nine Thousand Seven Hundred Fifty (29,750) shares of CleanCore’s common stock, at a strike price of One and 25/100 Dollars ($1.25), as fees for CleanCore’s transaction with Sanzonate Europe Ltd. on April 15, 2025 (“Sanzonate Transaction Warrants”); and

 

b. Warrants for Nine Thousand Four Hundred Twenty-Six (9,426) shares of CleanCore’s common stock, at a strike price of One and 06/100 Dollars ($1.06), as fees for CleanCore’s issuance of promissory notes to investors on or about April 16, 2025 (“Note Transaction Warrants”).

 

The issuance of the Initial Warrants shall satisfy CleanCore’s obligations in this Section 2.

 

3. TRANSACTIONS Warrants – Agent Warrant Pricing. CleanCore will issue warrants to Boustead at the close of the TRANSACTIONS, for One Hundred Sixty Thousand Eight Hundred Twenty-Four (160,824) shares of CleanCores’s common stock with a strike price equal to the lower of the price per share of the shares issued in the TRANSACTIONS or the strike price of the warrants issued to CleanCore’s placement agent or financial advisor in the TRANSACTIONS (the “TRANSACTIONS Warrants”). If such definition of the strike price of the TRANSACTIONS Warrants is otherwise inapplicable, then the warrant exercise price, i.e. the strike price per share for the TRANSACTIONS Warrants, shall be defined as the lower of: (W) the fair market value price per share or unit, as applicable, of the CleanCore’s common stock as of each such Transactions closing date, (X) the price per share or unit, as applicable, paid by investors in each respective Transactions, (Y) in the event that convertible securities are issued in the Transactions, the conversion price of such securities, or (Z) in the event that warrants or other rights are issued in the Transactions, the exercise price of such warrants or other rights. The issuance of One Hundred Sixty Thousand Eight Hundred Twenty-Four (160,824) TRANSACTIONS Warrants shall satisfy CleanCore’s obligations in this Section 3. The TRANSACTIONS Warrants shall have piggy-back rights with respect to registration in the event a registration statement is filed in connection with the TRANSACTIONS.

 

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4. TRANSACTIONS Payment. CleanCore will pay Boustead One Million Fifty Thousand and 00/100 Dollars ($1,050,000.00) (the “TRANSACTIONS Payment”) at the close of the TRANSACTIONS. If one or more of the TRANSACTIONS raises less than $50,000,000 (FIFTY MILLION DOLLARS), then CleanCore shall pay Boustead no less than two percent (2%) of the total amount of funds disbursed to CleanCore pursuant to the TRANSACTIONS. The TRANSACTIONS Payment shall be included in the flow of funds statements for the TRANSACTIONS, and remitted to Boustead directly from the escrow account used for the close of the TRANSACTIONS, or in the event that no escrow account is used for the close of the TRANSACTIONS, remitted by CleanCore to Boustead upon the close of the TRANSACTIONS.

 

Upon Boustead’s receipt of $1,050,000 pursuant to this Section 4, or through other payments after the Effective Date totaling $1,050,000, CleanCore’s obligations with respect to the TRANSACTIONS Payment shall be satisfied to Boustead per this Section 4.

 

5. TRANSACTIONS Deadline. In the event CleanCore fails to execute a term sheet or letter of intent for the TRANSACTIONS within six (6) months from the Effective Date, or fails to close on the TRANSACTIONS and satisfy its obligation to issue the TRANSACTIONS Warrants under Section 3 and pay the TRANSACTIONS Payment under Section 4 above within one (1) year from the Effective Date (the “TRANSACTIONS Deadline”), then this Agreement shall expire as of one (1) year from the Effective Date, and the modification of the Boustead Agreements pursuant to Section 6 below shall also expire and, for the avoidance of doubt, without limitation, the right of first refusal set forth in Section 7 of the Engagement Letter shall be automatically reinstated. If this Agreement expires pursuant to this Section 5, Boustead shall be entitled to retain value it has received pursuant to Sections 2, 3 and 4 without any obligation to refund or return the same to CleanCore.

 

6. Modification to Boustead Agreements. The Parties agree that the Boustead Agreements are conditionally modified as set forth above upon signing of the Settlement Agreement, which continuing modification is also conditioned upon the complete payment of the TRANSACTIONS Payment and issuance of the TRANSACTIONS Warrants. The Parties agree that upon CleanCore’s payment of the TRANSACTIONS Payment and issuance of the Initial Warrants and the TRANSACTIONS Warrants, in full, on or before the TRANSACTIONS Deadline, then all Boustead Agreements and any and all of the Parties’ obligations thereunder are terminated except CleanCore’s obligation to indemnify Boustead as set forth in Section 4 of the Engagement Letter. However, in the avoidance of doubt, under no circumstance whatsoever will any aspect of any of Boustead Agreement (including any Right of First Refusal obligation) be extended beyond its original term. The Parties agree that no Party shall seek to frustrate, impede or interfere with the fulfillment of the terms of this Settlement Agreement by any other Party.

 

7. Mutual Releases. The Parties agree, in anticipation of and conditioned upon the satisfaction of the obligations set forth in Sections 2, 3, 4, 5, and 6 above, to fully and generally release, acquit, and forever discharge each other Party, and any other current or former director, officer, employee, limited or general partner, manager, stockholder, member, owner, heir, trust, trustee, agent, representative, attorney, advisor, beneficiary successor, or assign of a Party, or any Affiliates of a Party, of and from any and all past or present claims and/or causes of action, whether known or unknown, including but not limited to claims and/or causes of action relating to or arising from any aspect of the Boustead Agreements. (“Released Claims.”) Immediately upon the Parties signing this Settlement Agreement, the Parties covenant and agree not to pursue or prosecute any direct or derivative suit, claim, third-party claim, cross-claim, action, or proceeding against or seeking recovery from any other Party arising out of or relating to the Released Claims. Notwithstanding the foregoing, this paragraph of the Settlement Agreement shall not apply to any action or claims to enforce the provisions of this Settlement Agreement.

 

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8. Severability. If any term, provision, covenant or restriction of this Settlement Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Settlement Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

 

9. Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Settlement Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (iii) two (2) business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such notices, consents, determinations, waivers or other communications shall be:

 

If to Boustead:

 

Boustead Securities, LLC

6 Venture, Suite 265

Irvine, CA 92618

Attn: Lincoln Smith, CEO

 

with a copy to:

 

Christopher P. Parrington, Esq.

Boustead & Company Limited

P.O. Box 118

Chaska, MN 55318

E-mail:

 

If to CleanCore Parties:

 

CleanCore Solutions, Inc.

5920 South 118th Circle, Suite 2

Omaha, NE 68137

Attention: Clayton Adams

 

with a copy to:

 

Peter Kessler, Esq.

Griffin Partners, LLP

123 S. Broad Street, Suite 1850

Philadelphia, PA 19109

 

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Applicable Law. This Settlement Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference to the conflict of laws principles thereof that would result in the application of the law of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Settlement Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Settlement Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in any state or federal court of competent jurisdiction located in the New York. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Settlement Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Settlement Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (x) the lawsuit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, any proceeding under the U.S. Bankruptcy Code, is instituted by any part to interpret or enforce any provision of this Agreement, then the prevailing party shall be entitled to recover from the other parties its reasonable attorneys’, paralegals’, accountants’, and other experts’ fees, and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith.

 

10. Counterparts. This Settlement Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

 

11. Information Disparity. Each of the Parties acknowledges that the other counter-Parties are in possession of information about said counter-Parties and their securities (which may include material non-public information) that may or may not be material or superior to information available to the Parties, and each of the Parties have freely entered into this Settlement Agreement with knowledge of this potential informational disparity.

 

12. No Admission. Nothing in this Settlement Agreement will constitute an admission of wrongdoing or liability by any Party.

 

13. Headings. The headings in this Settlement Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Settlement Agreement or any provision of this Settlement Agreement.

 

14. Further Assurances. The Parties will execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Settlement Agreement.

 

15. Miscellaneous. Each Party to this Settlement Agreement has consulted with legal counsel regarding the scope and meaning or the terms and conditions set forth in this Settlement Agreement. This Settlement Agreement will be deemed to have been jointly drafted by the Parties and no ambiguity or claimed ambiguity will be resolved against any other Party on the basis that such Party drafted the language claimed to be ambiguous. The Parties agree that neither has assigned, pledged, sold, transferred, or otherwise conveyed, and will not assign, pledge, sell, transfer, or otherwise convey, any right, claim, or interest that they have or may have in any of the matters referenced in this Settlement Agreement.

 

16. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party

 

Beneficiaries; Term. This Settlement Agreement contains the entire understanding of the Parties with respect to its subject matter and supersedes and cancels all prior written, oral and implied agreements and understandings with respect to the subject matter of this Settlement Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Settlement Agreement can be made except in writing signed by an authorized representative of each of Boustead and CleanCore Parties. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Settlement Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Settlement Agreement or any rights or obligations hereunder without, with the prior written consent of the Counter-parties. This Settlement Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

 

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IN WITNESS WHEREOF, the Parties hereby agree to this Agreement and have caused this Agreement to be executed as of the date first above written:

 

CleanCore Solutions, Inc.:   CC Acquisition Corp.:
     
Signature:  /s/ Clayton Adams   Signature:  /s/ Clayton Adams
By: Clayton Adams   By: Clayton Adams
Title: CEO   Title: CEO
Date: 6/5/2025   Date: 6/5/2025

 

Boustead Securities, LLC:  
   
Signature:  Christopher P. Parrington  
By: Christopher P. Parrington  
Title: Chief Legal Officer  
Date: June 5, 2025  

 

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