Subject: CFO Services Agreement

 

Exhibit 10.1

 

June 13, 2025

 

Berto Acquisition Corp.

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Las Vegas, Nevada 89144

Attention: ▇▇. ▇▇▇▇▇ ▇. You

 

Subject: CFO Services Agreement

 

Dear Mr. You:

 

THIS CFO SERVICES AGREEMENT (this “Agreement”) is entered into as of June 13, 2025 (the “Effective Date”) by and among Berto Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Meteora Capital, LLC, a Delaware limited liability company and its affiliates (“Meteora”).

 

WHEREAS, the Company desires to avail itself of the expertise of Meteora and ▇▇▇▇▇▇▇ agrees to make ▇▇▇▇▇ ▇▇▇▇▇▇, a principal of Meteora, assisted by Meteora employees, available to serve as Chief Financial Officer (“CFO”) of the Company and to provide related services to the Company from time to time during the term of the Agreement, at the Company’s request, with respect to financial reporting, accounting, and related executive duties (the “Services”).

 

NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.

Services. The Company hereby retains Meteora to make ▇▇▇▇▇ ▇▇▇▇▇▇ available to serve as Chief Financial Officer of the Company and to provide the Services during the Term (as defined below). In connection with ▇▇▇▇▇▇▇’s performance of the Services, the Company agrees to make its officers, advisors (including legal counsel, auditors, and accountants), and third-party service providers available to Meteora and ▇▇▇▇▇ ▇▇▇▇▇▇ as reasonably required.

 

2.

Consideration, Expenses. Subject to the terms and conditions set forth herein, and in conjunction with and as consideration for Meteora providing the Services, the Company agrees to pay Meteora a quarterly fee of $37,500 (the “Quarterly Fee”), payable in cash on the first day of each quarter during the Term. The Company shall reimburse Meteora for reasonable out-of-pocket expenses incurred by ▇▇▇▇▇ ▇▇▇▇▇▇ or personnel assigned by Meteora in connection with the Services, including travel, accommodation, and meals, provided such expenses are pre-approved in writing by the Company and by an authorized officer or director of the Company other than ▇▇▇▇▇ ▇▇▇▇▇▇ or the personnel assigned by Meteora.

 

3.

Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to Meteora that:

 

(a) Organization and Corporate Power; Due Authorization. The Company is a Cayman Islands exempted company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company and Meteora, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

 

(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under, in each case, in any material respect, (i) the Company’s memorandum and articles of association, (ii) any agreement, indenture or instrument to which the Company is a party, or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.

 

4.

Indemnification. The Company hereby agrees to the terms of Annex A to this Agreement and the terms of Annex A are hereby incorporated by reference herein.

 

5.

Meteora Representations. In connection with the transactions contemplated hereby, Meteora represents and warrants to the Company that:

 

(a) Organization and Authority. Meteora is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of Meteora. Meteora possesses all requisite power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by Meteora and the Company, this Agreement shall be a legal, valid and binding agreement of Meteora, enforceable against Meteora in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Meteora of the transactions contemplated hereby do not violate, conflict with or constitute a default under, in each case, in any material respect, (i) the formation and governing documents of Meteora, (ii) any agreement, indenture or instrument to which Meteora is a party or (iii) any law, statute, rule or regulation to which Meteora is subject, or any agreement, order, judgment or decree to which Meteora is subject.

 

6.

Confidentiality.

 

(a) As a condition of, and as a material inducement to the Company entering into this Agreement, during the Term and for a period of one (1) year thereafter, Meteora and its Representatives will not, directly or indirectly, during or after the term of this Agreement, disclose to anyone other than the Company or its Representatives, and will not use except in the provision of the Services hereunder, any confidential, proprietary or secret information, documentation or material relating to the Company or its products, services, customers or business operations, personnel or activities, clients, vendors, licensees or licensors, whether learned or disclosed to Meteora before or after the Effective Date (collectively, and as further defined herein, “Confidential Information”), except with the prior written permission of the Company (which may be withheld in its sole discretion). Meteora agrees that all Confidential Information (whether or not learned, obtained or developed solely by Meteora or jointly with others) shall remain the property of the Company. Confidential Information includes, but is not limited to: (i) the terms of this Agreement; (ii) information disclosed by the Company or its Representatives, whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, including, without limitation, any information concerning the past, present, and future business affairs of the Company, finances, organizational structure, internal practices, ideas, know-how and other intellectual property, notes, analyses, reports of the Company; and (iii) any third-party confidential information included with, or incorporated in, any information provided by the Company or its Representatives to Meteora, including, without limitation, any information concerning a potential target business and any information or materials prepared by the Company in connection with exploring a potential business combination opportunity. Meteora may disclose Confidential Information to its Representatives who have a need to know such information in connection with the performance of the Services hereunder, provided that such Representatives are advised of the confidential nature of such information and are bound to Meteora by confidentiality and non-use obligations materially consistent with the provisions of this Section 6. Meteora will be responsible and liable for any breach of this Agreement by its Representatives. Meteora and its Representatives shall (x) exercise reasonable care (and in any event no less than the same degree of care as it exercises to protect its own confidential information) to ensure that proper and secure storage is provided for all Confidential Information to protect against theft or unauthorized access and (y) promptly inform the Company in writing if Meteora or any of its Representatives become aware that Confidential Information has been disclosed to any unauthorized person and take commercially reasonable steps as the Company reasonably requests to retrieve such Confidential Information and/or protect it from further disclosure. Meteora’s and its Representatives’ obligations under this Section 6(a) shall not apply to any information that (i) at the time of disclosure to Meteora or its Representatives is in the public domain through no action or failure to act on the part of Meteora of its Representatives in violation of this Agreement, (ii) is or becomes available to Meteora or any of its Representatives from a third-party who is not known to Meteora or its Representative to be subject to any obligation to the Company of confidentiality, (iii) is or has been independently developed by Meteora and/or its Representatives without use of or reference to any Confidential Information or (iv) is approved for release by prior written authorization of the Company.

 

 

(b) In the event that Meteora or any of its Representatives are required by applicable law, regulation, U.S. Securities and Exchange Commission (“SEC”) or stock exchange requirement or legal process (“Legal Requirement”) to disclose any of the Confidential Information, Meteora will, before making any such disclosure to the extent permitted by Legal Requirement, notify the Company promptly in writing so that the Company or its affiliates may seek a protective order or other appropriate remedy, and Meteora and its Representatives will cooperate in such efforts as reasonably requested by the Company, in opposing such disclosure or seeking a protective order or other limitations on disclosure. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms of Section 6(b) in such instance, Meteora and its Representatives will furnish only that portion of the Confidential Information which Meteora and its Representative, as applicable, is specifically required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

 

(c) Upon termination of this Agreement or at any earlier time as requested by the Company, Meteora and its Representatives will promptly furnish to the Company or destroy (at the election of the Company) any and all copies (in whatever form or medium) of all Confidential Information, including any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof. Notwithstanding the return or destruction of the Confidential Information required by this paragraph, all duties and obligations of Meteora and its Representatives under this Section 6 shall remain in full force and effect.

 

(d) Meteora acknowledges that the U.S. securities laws and other laws prohibit any person who has material, non-public information concerning a public company from purchasing or selling any of its securities, and from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Meteora acknowledges and agrees that some of the Confidential Information may be considered “material non-public information” for purposes of the federal securities laws and that Meteora and its Representatives will abide by all securities laws relating to the handling of and acting upon material non-public information of the Company.

 

7.

Miscellaneous.

 

(a) No Survival of Representations and Warranties. None of the representations and warranties made by the parties hereto in this Agreement shall survive the termination of this Agreement.

 

(b) Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

 

(c) Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement.

 

 

(d) Specific Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by any of the other parties hereto in accordance with the terms hereof and that such party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity, without the necessity of proving that monetary damages would be inadequate or the posting of a bond or other security.

 

(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The words “execution”, “signed”, “signature” and words of like import in this Agreement or in any certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act of the United States or the Uniform Commercial Code of the United States.

 

(f) Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior oral or written communication or understanding with respect thereto. Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in any respect, except by a written agreement executed by both parties hereto. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times. Meteora may not assign or otherwise transfer any right or obligation provided for under this Agreement without the prior written consent of the Company, and any purported assignment or transfer without such consent shall be null and void ab initio.

 

(g) Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular portion of this Agreement. As used in this Agreement, the term: (x) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; (y) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise); and (z) “Representative” shall mean, with respect to any person, any of such person’s affiliates and its and its affiliates’ respective partners, directors, officers, employees, consultants, accountants, attorneys, advisors, agents and other representatives; provided that neither party will be deemed a Representative of the other party for purposes of such definition.

 

 

(h) Term; Termination. This Agreement shall have a term (the “Term”) beginning on the Effective Date and ending on the earlier of the consummation of an initial business combination (“Business Combination”) or the liquidation of the Company’s Trust Account in the event that the Company does not consummate a Business Combination prior to its deadline to do so under its organizational documents, as they may be amended. This Agreement may be terminated at any time prior to the end of the Term by either party by written notice to the other party in the event that the other party has materially breached this Agreement and such breach, if reasonably capable of cure, is not cured by the breaching party within twenty (20) days of receipt of written notice of such breach from the non-breaching party. Notwithstanding anything to the contrary contained herein, the provisions of Sections 4, 6 and 7 will survive any termination of this Agreement, regardless of the manner or nature of such termination. The termination of this Agreement will not relieve a party of any obligation or liability arising from any breach by such party of this Agreement prior to termination.

 

(i) Trust Account; Waiver of Liquidation Distributions; Redemption Rights. Meteora understands that, as of the closing of its initial public offering (the “IPO”), the Company established a trust account (the “Trust Account”) for the benefit of the Company’s public shareholders (the “Public Shareholders”) containing the proceeds from its IPO and certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon), and that the Company may disburse monies from the Trust Account only under the circumstances described in the prospectus prepared by the Company in connection with the IPO. Meteora acknowledges that any consideration, expenses or fees payable by the Company to Meteora and/or any of its affiliates pursuant to this Agreement will be made only from funds held outside the Trust Account. For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Meteora hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither Meteora nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions, in any case, with respect to any claims based upon, arising out of, in connection with or relating to this Agreement or the Services or the other transactions contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Meteora on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Meteora or any of its affiliates may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims. Meteora agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Agreement, and Meteora further intends and understands such waiver to be valid, binding and enforceable against Meteora and each of its affiliates under applicable law. For purposes of clarity, Meteora is not waiving any redemption right or claim to funds held in the Trust Account relating to a redemption or liquidation right for shares or units purchased in the Company’s IPO or public aftermarket.

 

(j) Independent Contractor. The Company hereby acknowledges that (a) the payment of the Quarterly Fee to Meteora pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and Meteora and any affiliate through which it may be acting, on the other, and (b) the Company’s engagement of Meteora and ▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the Services pursuant to this Agreement is as an independent contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Services pursuant to this Agreement (irrespective of whether any of Meteora and any affiliate has advised or is currently advising the Company on related or other matters) and any potential future investment by Meteora, if any. The Company agrees that it will not claim that Meteora has rendered advisory services of any nature or respect, or owe an agency or similar duty to the Company, in connection with any potential future investment by Meteora or the process leading thereto.

 

(k) Notices. Any and all notices hereunder shall be deemed duly given when delivered by registered or certified mail (postage prepaid), email, overnight courier or hand delivery to the parties at the following addresses:

 

	If to the Company:	Berto Acquisition Corp.
		▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		Las Vegas, Nevada 89144
		Attention: ▇▇. ▇▇▇▇▇ ▇. You
		Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

 

With a copy, which shall not constitute notice, to:

 

		White & Case LLP
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
		New York, NY 10020-1095
		Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
		Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇;
	If to Meteora:	Meteora Capital, LLC
		▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇
		Boca Raton, FL 33432
		Attention: Team Meteora
		Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

 

 

[Signatures appear on following pages.]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

	BERTO ACQUISITION CORP.
	By:	/s/ ▇▇▇▇▇ ▇. You
	Name:	▇▇▇▇▇ ▇. You
	Title:	Executive Chairman

 

	METEORA CAPITAL, LLC and its affiliates
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Managing Member

 

 

[Signature Page to CFO Services Agreement]

 

 

Annex A

 

[Omitted]