Browse EX-10 agreements

nauticusroboticsinc2022o

NAUTICUS ROBOTICS, INC. 2022 OMNIBUS INCENTIVE PLAN (as approved by the shareholders on May 27, 2026) Effective September 9, 2022 Section 1. General. The purposes of the Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) are to (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c) promote teamwork among Participants; and (d) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Shares, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing. The Plan was originally adopted in connection with the con

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[AMERICA’S CAR-MART LETTERHEAD]

[DATE]

[NAME]

Via E-mail

RETENTION AWARD AGREEMENT

Dear [NAME]:

This letter agreement (this “Agreement”) between America’s Car-Mart, Inc., a Texas corporation (the “Parent”), AMERICA’S CAR MART, INC., an Arkansas corporation (the “Company”, and the Parent and the Company and their subsidiaries and affiliates together referred to as the “Company Group”) and [NAME] (“you” and together with the Parent and the Company, the “Parties”) sets forth the terms of your retention award. As you know, we consider your continued service and dedication to the Company, and your leadership as the Company’s [TITLE], important to the success of our business and the Company’s long-term future. To incentivize you to remain employed with the Company, we are pleased to offer you a retention award, as described in this Agreement.

	1.	Retention Award.

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AMERICA'S CAR-MART, INC. 2024 EQUITY INCENTIVE PLAN

(Employee Option Agreement)

THIS OPTION AGREEMENT (the “Option Agreement”) is made effective as of June 3, 2026 (the “Grant Date”) between AMERICA'S CAR-MART, INC., a Texas corporation (the “Company”), and 1.1, an employee of the Company (the “Optionee”).

In furtherance of the purposes of the America's Car-Mart, Inc. 2024 Equity Incentive Plan, as it may be hereafter amended (the “Plan”), the Company and the Optionee hereby agree as follows:

1. Incorporation of the Plan. The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.

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AMERICA'S CAR-MART, INC. 2024 EQUITY INCENTIVE PLAN

(Employee Option Agreement)

THIS OPTION AGREEMENT (the “Option Agreement”) is made effective as of June 3, 2026 (the “Grant Date”) between AMERICA'S CAR-MART, INC., a Texas corporation (the “Company”), and 1.1, an employee of the Company (the “Optionee”), contingent upon adoption by the Company’s board of directors and approval by the Company’s stockholders at the Company’s annual stockholders meeting to be held in 2026 (the “2026 Annual Meeting”) of an amendment to the Plan (as defined below) to increase the number of shares of Common Stock authorized for issuance under the Plan by an amount sufficient to cover the issuance of the Shares (as defined below) (the “Plan Amendment”).

In furtherance of the purposes of the America's Car-Mart, Inc. 2024 Equity Incentive Plan, as it may be hereafter amended (the “Plan”), the Company and the Optionee hereby agree as follows:

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PLACEMENT AGENCY AGREEMENT

June 2, 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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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2026, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”) relating to the offer and sale of up to $5,000,000 of Units (the “Maximum Offering Amount”), plus up to an additional $5,000,000 of Series A Units issuable pursuant to an overallotment option exercisable by the Placement Agent (the “Overallotment Option”), consisting of Series A Units. Each Series A Unit consists of one share of the Company’s Series A Convertible Preferred Stock (the “Preferred Shares”) and one warrant (the “Warrants”),

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 2, 2026, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(c) promulgated thereunder, the Company desires to issue and sell to each Purchaser, who are ‘accredited investors’ within the meaning of Rule 501(a) under the Securities Act, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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APPLIED OPTOELECTRONICS, INC.

2026 EQUITY INCENTIVE PLAN

Adopted by the Board on April 13, 2026 Approved by the Company’s stockholders on June 4, 2026

**1.**Purpose of the Plan. The Company has adopted the 2026 Equity Incentive Plan to attract, retain and motivate individual service providers to the Company and its Related Companies by providing them the opportunity to acquire an equity interest in the Company and align their interests and efforts with the long-term interests of the Company’s stockholders. This Plan is intended to be the successor to the Prior Plans, and no new awards may be granted under the Prior Plans from and after the Effective Date.

**2.**Definitions. Capitalized terms used but not otherwise defined in the Plan have the meanings set forth in Appendix A.

**3.**Administration.

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PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of June 3, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Long Table Growth Corp., a Cayman Islands exempted company (the “Company”), and Long Table Growth 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-half 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. 333-292835) (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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LONG TABLE GROWTH CORP.

8400 Westchester Drive, Suite 212

Dallas, Texas 75225

June 3, 2026

Long Table Growth Sponsor LLC

8400 Westchester Drive, Suite 212

Dallas, Texas 75225

Long Table Partners LLC

8400 Westchester Drive, Suite 212

Dallas, Texas 75225

Re: Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This administrative services and indemnification agreement (this “Agreement”) by and between Long Table Growth Corp. (the “Company”) and Long Table Growth Sponsor LLC (the “Sponsor”), and Long Table Partners LLC (“LTP,” and together with Sponsor, the “Long Table Parties,” and each, a “Long Table Party”) dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2026, is made and entered into by and among Long Table Growth Corp., a Cayman Islands exempted company (the “Company”), Long Table Growth Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, which are held by the Holders;

WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

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June 3, 2026

Long Table Growth Corp.

8400 Westchester Drive, Suite 212

Dallas, Texas 75225

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 Long Table Growth Corp., a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole

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