Browse EX-10 agreements

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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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 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-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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FORM OF INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of __________, 2026 (“Agreement”), by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified;

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WATU METALS ACQUISITION CORPORATION AMENDED AND RESTATED FOUNDER SHARE SUBSCRIPTION AGREEMENT

May 22, 2026

Waru Capital Holding Limited

RE:	Founder Share Subscription Agreement

Ladies and Gentlemen:

This amended and restated founder shares subscription agreement (this “Agreement”) is entered into on May 22, 2026 by and between Waru Capital Holding Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”). The parties hereto entered into a securities subscription agreement on October 15, 2025 (the “Prior Shares Subscription Agreement”) under which the Subscriber subscribed for an aggregate of 1,437,500 ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, and the Company issued the Shares to the Buyer, on the terms and subject to the conditions since the date thereof. Now, the parties hereto amend and restate, in its entirety, the Prior Securities Subscription Agreement and instead

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