Browse EX-10 agreements

ITG, INC.

OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this ITG, Inc. Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

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AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is made and entered into by and between ITG Communications, LLC, a Texas limited liability company (the “Company”), Integrated Tech Group, LLC, a Delaware limited liability company (“Employer”), and Michael Brooks (“Employee”) effective as of June 4, 2026.

WHEREAS, the Company, Employer and Employee previously entered into that certain Employment Agreement effective as of December 30, 2021 (the “Employment Agreement”); and

WHEREAS, the Company, Employer and Employee desire to enter into this Amendment to amend certain terms of the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

	1.	Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

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STOCKHOLDERS AGREEMENT OF

ITG, INC.

THIS STOCKHOLDERS AGREEMENT, dated as of [•] (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among ITG, Inc., a Delaware corporation (the “Company”), OCM Power VI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Blocked Fund”), Oaktree Power Opportunities Fund VI Master Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Main Fund” and, together with Oaktree Blocked Fund, the “Investors”), and ITG Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”).

RECITALS

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SECOND AMENDMENT, dated as of December 30, 2025 (this “Amendment”), by and among ITG Communications, LLC, a Texas limited liability company (the “Borrower”), ITG Purchaser, LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, the Second Amendment Incremental Term Lenders (as defined below) party hereto, the Second Amendment Incremental Revolving Lenders (as defined below) party hereto, each L/C Issuer and Banco Santander, S.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as of July 9, 2025 (as amended by the First Amendment, dated as of August 29, 2025, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent, U.S. Bank National Association, as Collateral Agent, and each Lender (collectively, the “Lenders” and each, individually, a “Lender”) and L/C Issuer from time to time party thereto.

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TAX RECEIVABLE AGREEMENT

by and among

ITG, INC.,

CERTAIN OTHER PERSONS NAMED HEREIN,

and

THE AGENT

DATED AS OF

[•]

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TABLE OF CONTENTS

				Page
RECITALS					1
ARTICLE I DEFINITIONS					2
Section 1.1		Definitions			2
Section 1.2		Other Definitional and Interpretative Provisions			12
ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS					13
Section 2.1		Exchange Schedule			13
Section 2.2		Closing Date Blocker Attributes Schedule			13
Section 2.3		Corporate Attributes Schedule			13
Section 2.4		Tax Benefit Schedule			13
Section 2.5		Procedure: Amendments			15

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of   , 2026 between ITG, Inc., a Delaware corporation (the “Company”), and    (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or 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 the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated, modified and/or supplemented from to time, the “Bylaws”) require indemnification of the directors and officers of the Company;

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AMENDMENT NO. 1, dated as of August 29, 2025 (this “Amendment”), by and among ITG Communications, LLC, a Texas limited liability company (the “Borrower”), ITG Purchaser, LLC, a Delaware limited liability company (“Holdings”), each other Loan Party party hereto, the 2025 Incremental Term Lenders party hereto and Banco Santander, S.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as July 9, 2025 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent, U.S. Bank National Association, as Collateral Agent, and each Lender (collectively, the “Lenders” and each, individually, a “Lender”) and L/C Issuer from time to time party thereto.

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CREDIT AGREEMENT

Dated as of July 9, 2025

by and among

ITG COMMUNICATIONS, LLC,

as Borrower,

ITG PURCHASER, LLC,

as Holdings,

BANCO SANTANDER, S.A., NEW YORK BRANCH,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent,

THE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME,

and

BANCO SANTANDER, S.A., NEW YORK BRANCH,

CAPITAL ONE, NATIONAL ASSOCIATION,

MUFG BANK, LTD.,

REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK**,**

TRUIST SECURITIES, INC.

and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

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Table of Contents

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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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