Browse EX-10 agreements

THIS 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

Principal Amount: Up to $500,000

Dated as of April 7, 2026

New York, New York

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______, 2026

 

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

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 Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 3,450,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purc

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BLEICHROEDER ACQUISITION CORP. III

1345 Avenue of the Americas, F1 47

New York, NY 10105

 

April 7, 2026

 

Bleichroeder Sponsor 3 LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bleichroeder Sponsor 3 LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 9,583,333 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,250,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par val

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of _____, 2026, by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM” or the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-fourth of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant (as defined below) entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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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 by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fourth of one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to

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June 16, 2026

 

Bleichroeder Acquisition Corp. III.

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

RE:

Management Consulting & Corporate Advisory Services

 

Dear Mr. Combes:

 

This agreement (the “Agreement”) will confirm our understanding that Bleichroeder Acquisition Corp. III (the “Company”) has engaged Michel Combes (the “Advisor”) to act as a management consulting and corporate advisor to the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors in connection with the Company’s management, corporate strategies, business strategies, policies and business plan for the proposed initial public offering (“IPO”) and an initial business combination of the Company (the “Transactions”). This engagement shall be exclusive with respect to the Transactions on behalf of the Company.

Section 1. Scope of Engagement and Services. In connection with this engagement and the contemplated Transactions, the Advisor shall, as appropriate, provide management consulting and corporate advisory services with the following scope:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, CCM 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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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of December 18, 2024 by and among Standard Nuclear, Inc., a Delaware corporation (including all designee(s), assignee(s), or nominee(s) of Buyer (if any), collectively, “Buyer”), Ultra Safe Nuclear Corporation, a Delaware corporation, Ultra Safe Nuclear Corporation — Technologies, a Washington corporation, and USNC Holdings, LLC, a Washington limited liability company (collectively, “Seller”). Buyer and Seller may each, individually, be hereinafter referred to as a “Party” and, collectively, as the “Parties”.

 

RECITALS

 

A. The Parties entered into that certain Asset Purchase Agreement, dated as of November 21, 2024 (the “Purchase Agreement”).

 

B. The Auction was held on December 12, 2024.

 

C. At the Auction, Buyer submitted a bid that increased the Purchase Price and Buyer was designated as the successful bidder at the conclusion of the Auction.

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LLC OPERATING AGREEMENT

OF STANDARD NUCLEAR ´ FRAMATOME LLC

 

This LLC OPERATING AGREEMENT (is entered into by and between the following parties effective as of last date of execution of this Agreement (the “Effective Date”):

1.

STANDARD NUCLEAR, INC., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 200 Europia Ave, Oak Ridge, Tennessee, 37830, United States (“Standard Nuclear”);

2.

FRAMATOME INC., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 3315 Old Forest Road, Lynchburg, Virginia, 24501, United States (“Framatome”).

BACKGROUND

A.

WHEREAS Standard Nuclear is seeking to bring to bear its internal expertise, capabilities, and intellectual property of Advanced Fuel Products (as defined herein) to bring to market and capitalize on the external demand for Advanced Fuel Products;

B.

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Mr. Kurt Terrani Oak Ridge, Tennessee

 

June 17, 2026

 

Subject: Amended and Restated Offer of Employment

 

Dear Kurt,

 

Standard Nuclear, Inc. (the “Company”) is pleased to provide this Amended and Restated Offer of Employment (this “Letter”), which supersedes and replaces in its entirety the offer letter dated December 20, 2024, between you and the Company, together with the Performance-Based Incentive Plan attached thereto as Attachment A (collectively, the “Original Offer Letter”). In anticipation of the Company’s planned initial public offering (the “IPO”), the Company is updating and reaffirming the terms of your employment to reflect the current compensation framework and to establish the governance and protective provisions appropriate for a public-company Chief Executive Officer. All terms of the Original Offer Letter are hereby superseded by the terms set forth below.

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Execution Version

 

 

 

 

 

 

 

 

 

ASSET PURCHASE AGREEMENT

BY AND AMONG

ULTRA SAFE NUCLEAR CORPORATION, a Delaware corporation,

ULTRA SAFE NUCLEAR CORPORATION - TECHNOLOGIES, a Washington Corporation,

USNC HOLDINGS, LLC,

a Washington limited liability company,

 

Collectively as Seller

AND

STANDARD NUCLEAR, INC.,

A DELAWARE CORPORATION, AS BUYER

Dated as of: November 21, 2024

 

 

 

 

ASSET PURCHASE AGREEMENT

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Keeley Marrocco Oak Ridge, Tennessee

 

January 17, 2026

 

Subject: Amended and Restated Offer of Employment

 

Dear Keeley,

 

Standard Nuclear, Inc. (the “Company”) is pleased to provide this Amended and Restated Offer of Employment (this “Letter”), which supersedes and replaces in its entirety the offer letter dated December 20, 2024, between you and the Company, together with the Performance-Based Incentive Plan attached thereto as Attachment A (collectively, the “Original Offer Letter”). In anticipation of the Company's planned initial public offering (the “IPO”), the Company is updating and reaffirming the terms of your employment to reflect the current compensation framework and to establish the governance and protective provisions appropriate for a public-company Chief Operating Officer. All terms of the Original Offer Letter are hereby superseded by the terms set forth below.

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