Note Cancellation and Assignment Agreement, dated December 24, 2024, among Walker Water, LLC, CleanCore Solutions, Inc., Garry Hollst and Gary Rohwer

Exhibit 10.2

NOTE ASSIGNMENT AND CANCELLATION AGREEMENT

This NOTE ASSIGNMENT AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2024 (the “Effective Date”) by and among WALKER WATER, LLC, a Delaware limited liability company (the “Transferor”), CLEANCORE SOLUTIONS, INC., a Nevada corporation (the “Company”), GARY HOLLST (“Hollst”), and GARY ROHWER (“Rohwer”). The Transferor, Company, Hollst, and Rohwer are sometimes referred to herein individually as a “Party” or collectively, as the “Parties.”

Recitals:

A. On October 17, 2022, the Company issued to BURLINGTON CAPITAL LLC, a Delaware limited liability company (“Burlington”), a promissory note (the “Burlington Note,” as subsequently amended and extended).

B. On May 31, 2024, Burlington assigned $633,840.00, representing both the principal amount of the Burlington Note plus accrued interest thereon from the date of original issuance of the Burlington Note, to the Transferor under the Allonge, Assignment, and Agreement, dated May 31, 2024, and the Company and Transferor entered into a new promissory note with the same date to effectuate that assignment (the “Walker Water Note”).

C. The Transferor is agreeable to assign one-half of its right, title and interests in and to the Walker Water Note, in the amount of $316,920.00, to Hollst (the “Hollst Assigned Portion”) and one-half of its right, title and interest in and to the Walker Water Note, in the amount of $316,920.00, to Rohwer (the “Rohwer Assigned Portion,” and together with the Hollst Assigned Portion, the “Assigned Portion”); each of Hollst and Rohwer are agreeable to accept the assignment of his respective Assigned Portion as provided in this Agreement; and the Company consents to the assignment of the Walker Water Note to Hollst and Rohwer, respectively, on the terms set forth herein.

F. Hollst and Rohwer are further agreeable to termination and cancellation of the Walter Water Note in exchange for the Company’s execution and delivery of the New Notes (defined below) will be issued for each the Assigned Portion.

Agreed Terms:

NOW, THEREFORE, in consideration of the mutual promises herein contained and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, hereby agree as follows:

(a) The Transferor hereby assigns, transfers, conveys and delivers unto Hollst the Hollst Assigned Portion and Hollst herby acquires the Hollst Assigned Portion from the Transferor.

(b) The Transferor hereby assigns, transfers, conveys and delivers unto Rohwer the Rohwer Assigned Portion and Rohwer herby acquires the Rohwer Assigned Portion from the Transferor.

(a) By Transferor: Transferor represents and warrants that it has made no prior assignment, transfer, conveyance, or other disposition of the Walker Water Note or any portion of it.

(b) By Each Party: Each Party represents and warrants that (i) none of the other Parties nor any agent or attorney of any other Parties has made any representation, promise, or warranty whatsoever, express or implied, written or oral, not contained in this Agreement or the New Notes concerning the subject matter of this Agreement or the New Notes to induce such Party to execute this Agreement or the New Notes; and (ii) such Party has not executed this Agreement or the New Notes in reliance on any representation, promise, or warranty not contained herein or in the New Notes.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.