Browse EX-10 agreements

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2026 by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York corporation (the “Trustee”).

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 of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one eighth (1/8) of an Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [________], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), and Jones Ventures INTL Acquisition1 Sponsor 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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 200,000 units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right (the “Private Share Right”) to receive one-eighth (1/8) of one Ordinary Share upon the con

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the ____ day of _____, 2026, by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”) and JonesTrading Institutional Services LLC (“JonesTrading” 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 right (each a “Share Right”) to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination, for a purchase price of $4,000,000, or $10.00 per Unit.

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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 Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), Jones Ventures INTL Acquisition1 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), JonesTrading Institutional Services LLC (“**JonesTrading” **or the “Representative”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, 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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股权收购协议

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STOCK PURCHASE AGREEMENT

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由以下各方签订

AMONG

甲方（转让方）： Baiya International Group Inc.，一家依据开曼群岛法律合法设立并有效存续的主体（“转让方”）。

Party A (Transferor): Baiya International Group Inc., an entity duly organized and validly existing under the laws of the Cayman Islands (“Transferor”).

乙方（收购方）： Shengshi International Group Inc.，一家依据开曼群岛法律合法设立并有效存续的公司（“收购方”）。

Party B (Acquiror): Shengshi International Group Inc., a company duly organized and validly existing under the laws of the Cayman Islands (“Acquiror”).

丙方（目标公司）： STARFISH TECHNOLOGY-FZE，一家依据迪拜酋长颁布的2021年第16号法律及迪拜综合经济区管理局（DIEZA）相关实施条例正式设立的有限责任公司（“目标公司”）。

Party C (The Company): STARFISH TECHNOLOGY-FZE, a Free Zone Establishment with limited liability duly formed pursuant to Law No. 16 of 2021 issued by H.H. Ruler of Dubai and the Implementing Regulations of Dubai Integrated Economic Zones Authority (DIEZA) (“Company”).

鉴于条款

RECITALS

WHEREAS, 于交割前，转让方为目标公司全部已发行股份（“公司股份”）的登记及实益所有人；

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PLACEMENT AGENCY AGREEMENT

June 30, 2026

ThinkEquity LLC

17 State Street, 41st Floor

New York, NY 10004

Ladies and Gentlemen:

Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Zoomcar Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).

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FIRST AMENDMENT TO CONSULTANCY AGREEMENT

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This First Amendment to Consultancy Agreement (“Amendment”) is entered into on 10 June 2026, by and between, Zoomcar India Private Limited, a company registered under the Companies Act, 1956 and having its registered office at registered office Anjaneya Techno Park, First Floor, No. 147, HAL Old Airport Road, ISRO Colony, Kodihalli, Bengaluru, 560008, India (the “Zoomcar India”), Zoomcar Holdings, Inc., a Delaware corporation and the parent of the Company (the “Zoomcar US”) and **Mr. Deepankar Tiwari **(“Consultant”).

Zoomcar India and Zoomcar US are hereinafter collectively referred to as the “Company”.

Zoomcar India, Zoomcar US and the Consultant are hereinafter individually referred to as a “Party” and collectively as “Parties,” as the context may require.

WHEREAS:

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Execution Version

**SECOND AMENDMENT TO **
***DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT ***

THIS SECOND AMENDMENT TO DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT (this “Amendment”) is dated June 29, 2026 (the “Second Amendment Effective Date”), and is made by and among SKY HARBOUR CAPITAL II LLC, a Delaware limited liability company (“SH Capital II LLC”), BDL HANGARS LLC, a Delaware limited liability company (“BDL Hangars”), CLOUDNINE AT CAMARILLO LIMITED PARTNERSHIP, a California limited partnership (“CloudNine at Camarillo”), and SLC DEVELOPMENT LLC, a Delaware limited liability company (“SLC Development” and, together with SH Capital II LLC, BDL Hangars and CloudNine at Camarillo, the “Borrowers”), as the borrowers party hereto as of the Second Amendment Effective Date, the lenders party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

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1 Private & Confidential July 2026 Albert Manzone Dear Albert, Perrigo Pharma International D.A.C (Perrigo) is pleased to offer you the position of Interim President and Chief Executive Officer. Our employment offer is subject to the terms and conditions outlined below. 1. You are employed primarily as Interim President and Chief Executive Officer reporting to the Board of Directors of Perrigo Company PLC (“Board”). You will perform the duties appropriate to this position as instructed by Perrigo including any such additional or alternative duties as Perrigo shall reasonably assign to you from time to time. 2. Your employment with Perrigo commenced on 7June 2026 (the Commencement Date) and will expire on 31 December 2026 (the Fixed-Term). Your employment shall automatically terminate, without the requirement for notice on 31 December 2026. (a) if a new President and Chief Executive Office is not appointed by the Board (the Specified Purpose) by the expiry of the Fixed-Term, the parties agree that the Company may, in its discretion, decided to continue your employment on a month-to-mo

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Execution Version

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF
JULY 6, 2026,

AMONG

CABLEVISION OF LITCHFIELD, LLC,
AS BORROWER REPRESENTATIVE,

CSC OPTIMUM HOLDINGS, LLC,

AS A BORROWER,

EACH OF THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

JPMORGAN CHASE BANK, N.A.,
AS COLLATERAL AGENT

AND

J.P. MORGAN SECURITIES LLC,

AS SOLE LEAD ARRANGER AND BOOKRUNNER,

TABLE OF CONTENTS

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE

REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

E X C H A N G E A G R E E M E N T

THIS EXCHANGE AGREEMENT (this “Agreement”) is executed as of June 30, 2026 (the “Effective Date”) by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A.Pursuant to that certain Securities Purchase Agreement dated March 21, 2025 (as subsequently amended, supplemented, and/or otherwise modified, the “Purchase Agreement”) between Investor and Company, Investor agreed to purchase up to $40,000,000.00 in Series 2 Convertible Preferred Stock (the “Series 2 Preferred Stock”).

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THIS NOTE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) 1,170 SHARES OF BORROWER’S (AS DEFINED BELOW) SERIES 2 CONVERTIBLE PREFERRED STOCK HAVING AN ORIGINAL ISSUE DATE OF APRIL 14, 2025. FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON APRIL 14, 2025.

PROMISSORY NOTE

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June 30, 2026	U.S. $1,299,870.00

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