Browse EX-10 agreements

CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June [__], 2026 (the “Execution Date”), is by and among Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Buyer”).

RECITALS

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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MERIDIAN3 INDUSTRIALS ACQUISITION CORP

1330 Avenue of the Americas

23rd Floor

New York, NY 10019

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[●], 2026

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Meridian3 Partners Sponsor LLC

1330 Ave of the Americas

Suite 23A

New York, NY 10019

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Re: Administrative Services and Indemnification Agreement

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Ladies and Gentlemen:

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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 Statement) (such earlier date her

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THIS INITIAL PUBLIC OFFERING PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: $300,000	Dated as of May 13, 2026

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DEFERRED COMPENSATION AGREEMENT

This Deferred Compensation Agreement (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of Sir Ralf Speth and Stefan Berger (each a “Recipient” and together the “Recipients”).

WHEREAS, the Sponsor holds 5,031,250 Class B ordinary shares of Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), par value $0.0001 per share (“Founder Shares”);

WHEREAS, the Founder Shares were initially issued on May 13, 2026, pursuant to a subscription agreement between the Sponsor and the Company for $25,000 ($0.005 per share) (the “Subscription Agreement”);

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INDEMNITY AGREEMENT

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This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and                          (“Indemnitee”).

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RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

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WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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SECURITIES ASSIGNMENT AGREEMENT

This Securities Assignment Agreement (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of Steven Armstrong, David Bulley, Jeffrey Foster, Parmeet Grover, John Llewellyn, F. Jeremey Mistry, Hideyuki Nakashima and Steven Osgood (each a “Recipient” and together the “Recipients”).

WHEREAS, the Sponsor holds 5,031,250 Class B ordinary shares of Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), par value $0.0001 per share (“Founder Shares”);

WHEREAS, the Founder Shares were initially issued on May 13, 2026, pursuant to a subscription agreement between the Sponsor and the Company for $25,000 ($0.005 per share) (the “Subscription Agreement”);

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MERIDIAN3 INDUSTRIALS ACQUISITION CORP

Suite 210, 2nd Floor

Windward III

Regatta Office Park

PO Box 500,

Grand Cayman KY1-1106

Cayman Islands

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Date: May 13, 2026

Meridian3 Partners Sponsor LLC

1209 Orange Street in the City of Wilmington, 19801, Delaware

Ladies and Gentlemen:

Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Subscriber”), has made to purchase 5,031,250 Class B ordinary shares of the Company (the “Founder Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 656,250 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “**Over-allotment Opt

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 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-third 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-[•]) (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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[●], 2026

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Meridian3 Industrials Acquisition Corp

1330 Avenue of the Americas

Suite 23A

New York, NY 10019

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Re: Initial Public Offering

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Ladies and Gentlemen:

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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., as representative (the “Representative”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class

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INVESTMENT MANAGEMENT TRUST AGREEMENT

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This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ● ], 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”).

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WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (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-third 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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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).

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RECITALS

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WHEREAS, the Company has 5,031,250 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 656,250 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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