Browse EX-10 agreements

**EXECUTION VERSION **

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

June 30, 2026

among

LANDSTAR SYSTEM HOLDINGS, INC.,

LANDSTAR SYSTEM, INC.,

the Subsidiary Guarantors party hereto,

the Lenders

from time to time parties hereto,

BANK OF AMERICA, N.A.,

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

TRUIST BANK,

as Co-Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Sole Lead Arranger and Sole Bookrunner

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*TABLE OF CONTENTS *

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 2026, is entered into between Professional Diversity Network, Inc., a Delaware corporation located at 55 East Monroe Street, Suite 2120, Chicago, IL 60603 (the "Seller"), and MEB Holdings LLC, a limited liability company organized and existing under the laws of the Commonwealth of Massachusetts, with its principal place of business in the Commonwealth of Massachusetts (the "Buyer").

WHEREAS, Seller owns 100% outstanding and issued shares of common stock (the "Shares"), of NAPW, Inc., a Delaware corporation (File No. 5565542) and **IAW, INC. **(file 6767005)

(“NAPW/IAW”), both Delaware corporations (the "Company") located at 55 East Monroe Street, Suite 2120, Chicago, IL 60603; and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

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Exhibit 10.1

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POLOMAR HEALTH SERVICES, INC.

2026 EQUITY AND INCENTIVE COMPENSATION PLAN

(As Amended and Restated Effective July 1, 2026)

RECITALS:

This Plan was originally adopted as the Trustfeed Corp. 2024 Equity and Incentive Compensation Plan by the Board (as defined herein) on July 11, 2024, and approved by the Stockholders of the Company (as defined herein) on July 11, 2024. Following the change of the Company’s name to Polomar Health Services, Inc., the Plan was renamed the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan and was amended and restated by the Board effective July 1, 2026.

1. Purpose. The purpose of this Plan is to attract and retain officers, Non-Employee Directors, consultants, independent contractors and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance.

2. Definitions. As used in this Plan:

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296506) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “***Securitie

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July 1, 2026

Meridian3 Industrials Acquisition Corp

1330 Avenue of the Americas

Suite 23A

New York, NY 10019

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (each a “Class A Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustmen

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026, is made and entered into by and among Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor” or the “Underwriter”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296506) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 1, 2026 by and between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-296506 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share of the Company (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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MERIDIAN3 INDUSTRIALS ACQUISITION CORP

1330 Avenue of the Americas

23rd Floor

New York, NY 10019

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July 1, 2026

Meridian3 Partners Sponsor LLC

1330 Ave of the Americas

Suite 23A

New York, NY 10019

Re: Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This administrative services and indemnification agreement (this “Agreement”) by and between Meridian3 Industrials Acquisition Corp (the “Company”) and Meridian3 Partners Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”) or (ii) the Company’s liquidation (in each case, as described in the Registration State

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EXECUTION VERSION

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EQUITY PURCHASE AGREEMENT

This agreement (this “Agreement”) is entered into as of July 2, 2026, by and between Maison Solutions Inc., a Delaware corporation doing business in California (“Seller”), and DNL Management Inc., a California corporation (“Buyer,” and together with Seller, each a “Party” and collectively, the “Parties”), and is made with reference to the following:

RECITALS

A. Seller owns 91.67% of the issued and outstanding shares of common stock in Super HK of El Monte, Inc., a California corporation (the “Company”). The remaining 8.33% of the issued and outstanding shares of common stock in the Company is owned by DNL Management Inc. (the “Minority Holder”).

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of Seller’s right, title, and interest representing 91.67% of the issued and outstanding shares of common stock in the Company (the “Equity Interest”), subject to the terms and conditions set forth herein.

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AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of July 1, 2026 (the “Effective Date”), by and between XMax Inc., a Nevada corporation (the “Company”), and _________(“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and Executive are party to that certain Employment Agreement, dated ________ (the “Agreement”);

WHEREAS, the Board of Directors of the Company has approved to increase the salary of the Executive from $_______ to $______ per year, effective from July 1, 2026; and

WHEREAS, capitalized terms in this Amendment that are not otherwise defined have the meanings given those terms in the Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Section 3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

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Exhibit 10.1

AMENDMENT NO. 1

BARNWELL INDUSTRIES, INC.

TO AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN

Section 4.1 Plan Share Limits and Section 4.2 Individual Share Limits, shall be amended and restated in their entirety to read as follows:

4.1          Plan Share Limits.  Subject, however, to the provisions of Section 8 of the Plan, a total of 3,800,000 shares of Stock shall be authorized for Awards granted under the Plan.  The maximum number of shares of Stock (subject to adjustment under Section 8 of the Plan) which may be the subject of Incentive Stock Options is 3,800,000. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.

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