Browse EX-10 agreements

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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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[●], 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-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

RECITALS

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

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WARRANT AGENCY AGREEMENT

 

THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of [●], 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”).

 

RECITALS

 

WHEREAS, pursuant to the terms of that certain Placement Agency Agreement dated as of [●], 2026, by and between the Company and WallachBeth Capital LLC, acting as the placement agent (the “Placement Agent”), the Company engaged in a public offering (the “Offering”) on a reasonable best efforts basis of (i) [●] shares of common stock, par value $0.001 per share (the “Common Stock”), together with (ii) common stock purchase warrants to purchase up to [●] shares of Common Stock (the “Common Warrants” or “Warrants”), and (iii) pre-funded warrants to purchase up to [●] shares of Common Stock (the “Pre-funded Warrants”) (collectively, with the shares of Common Stock, Common Warrants, Pre-funded Warrants, and the shares of Common Stock issuable upon

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FORM OF PLATFORM SERVICES AGREEMENT

 

This Platform Services and Support Agreement (the “Agreement”) is made and entered into by and among [Teucrium Asset Management, LLC] (“Teucrium”), and [ ] (“Client”), effective as of [ ], 20[ ] (the “Effective Date”). Teucrium and Client are hereinafter also referred to generically and individually as a “Party” or collectively as the “Parties.”

 

RECITALS

 

WHEREAS, on [ ], 20[ ], for purposes of executing the Project, Teucrium caused a Delaware statutory trust named [ ] (the “Trust”) to be formed;

 

WHEREAS, Teucrium serves as sponsor of the Trust pursuant to that certain Declaration of Trust and Trust Agreement dated effective as of [ ], 20[ ] (as amended or restated from time to time, the “Trust Agreement”);

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FORM OF PLATFORM SERVICES AGREEMENT

 

This Platform Services and Support Agreement (the “Agreement”) is made and entered into by and among [Teucrium Asset Management, LLC] (“Teucrium”), and [ ] (“Client”), effective as of [ ], 20[ ] (the “Effective Date”). Teucrium and Client are hereinafter also referred to generically and individually as a “Party” or collectively as the “Parties.”

 

RECITALS

 

WHEREAS, on [ ], 20[ ], for purposes of executing the Project, Teucrium caused a Delaware statutory trust named [ ] (the “Trust”) to be formed;

 

WHEREAS, Teucrium serves as sponsor of the Trust pursuant to that certain Declaration of Trust and Trust Agreement dated effective as of [ ], 20[ ] (as amended or restated from time to time, the “Trust Agreement”);

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Sean Charnock (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated May 8, 2024, by and between the Company and Executive, as amended on May 8, 2024 (the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Spencer Mullee (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 15, 2024, by and between the Company and Executive, as amended by the Employment Agreement Addendum, dated as of November 1, 2024, by and between the Company and Executive (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Catherine Smith (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 1, 2024, by and between the Company and Executive, as amended on May 15, 2024 (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Steven Cook (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 1, 2024, by and between the Company and Executive, as amended on May 15, 2024 (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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Execution Version

 

FOURTH AMENDMENT TO CREDIT AGREEMENT

 

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of May 13, 2026, is made by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

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Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and Sultan Ali Rashed Lootah (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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