Browse EX-10 agreements

Conversion Standstill Agreement

This Conversion Standstill Agreement (this “Agreement”) is entered into as of May 14, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and CFI Capital LLC, a [state/form of organization] (the “Holder”). The Company and the Holder are each a “Party” and, collectively, the “Parties”.

Recitals

A. The Holder is the holder of that certain convertible promissory note issued by the Company, dated as of August 24, 2025, in the original principal amount of $150,000 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Note”), which Note is convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), in accordance with its terms.

B. The Company is pursuing a private placement of its securities (the “Bridge Financing”), which is being conducted in one or more closings, with ThinkEquity LLC serving as placement agent.

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Zoomcar Holdings, Inc.

Website: www.zoomcar.com

May 11, 2026

ACM Zoomcar Convert LLC

c/o Atalaya Capital Management LP

One Rockefeller Plaza, 32nd Floor,

New York, NY 10020

Re:	Letter of Understanding

Dear Drew,

This letter (the “Letter”) captures the agreement between Zoomcar Holdings, Inc. (“Zoomcar”) and ACM Zoomcar Convert LLC (“ACM”) regarding the path forward to resolve the outstanding judgments entered against Zoomcar on July 1, 2025 (“ACM Judgment”) and reflects the parties’ intention to proceed and resolve such matters as per the terms below.

	1.	Zoomcar will pay a total of $2,500,000 to ACM on or before October 31, 2026. This may be paid in one or more tranches over time. Each payment made will reduce on a dollar-for-dollar basis, the ACM Judgment.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”) is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “Party”). ”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of May 30, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, the Company and the Employee entered into an employment agreement dated September 7, 2023 (“Employment Agreement”); and

WHEREAS, Employee has resigned his employment with the Company without Good Reason as defined in the Employment Agreement and the Company and Employee have mutually agreed that Employee’s final date of employment as the Chief Financial Officer of the Company was April 17, 2025 (the “End Date”); and

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., a Delaware corporation (“Company”), and Daniel Kang (the “Executive” and together with the Company, the “Parties” and each individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of September 19, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Strategy Officer and Executive wishes to continue to be employed by Company as its Chief Strategy Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Operating Officer and Chief Investment Officer and Executive wishes to continue to be employed by Company as its Chief Operating Officer and Chief Investment Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 14, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Financial Officer and Executive wishes to continue to be employed by Company as its Chief Financial Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Executive Officer and Executive wishes to continue to be employed by Company as its Chief Executive Officer.

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Capital Southwest Corporation

SIXTH AMENDMENT TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT

SIXTH AMENDMENT TO AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT, dated as of May 19, 2026 (this “Sixth Amendment”), by and between Capital Southwest Corporation, a Texas corporation (the “Company”), and [ ] (the “Manager”).

W I T N E S S E T H:

WHEREAS, the Company and the Manager are parties to that certain Amended and Restated Equity Distribution Agreement, dated as of May 26, 2021, as amended by (i) that certain First Amendment to Amended and Restated Equity Distribution Agreement, dated August 3, 2021 (the “First Amendment”), (ii) that certain Second Amendment to Amended and Restated Equity Distribution Agreement, dated November 2, 2021 (the “Second Amendment”), (iii) that certain Third Amendment to Amended and Restated Equity Distribution Agreement, dated August 2, 2022 (the “Third Amendment”), (iv) that certain Fourth Amendment to Amended and Restated Equity Distribution Agreement, dated May 21, 2024 (the “Fourth Amendment”) and (v) that certain Fifth Amendment to Amend

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Capital Southwest Corporation

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT

SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT, dated as of May 19, 2026 (this “Sixth Amendment”), by and between Capital Southwest Corporation, a Texas corporation (the “Company”), and [ ] (the “Manager”).

W I T N E S S E T H:

WHEREAS, the Company and the Manager are parties to that certain Third Amended and Restated Equity Distribution Agreement, dated as of May 26, 2021, as amended by (i) that certain First Amendment to Third Amended and Restated Equity Distribution Agreement, dated August 3, 2021 (the “First Amendment”), (ii) that certain Second Amendment to Third Amended and Restated Equity Distribution Agreement, dated November 2, 2021 (the “Second Amendment”), (iii) that certain Third Amendment to Third Amended and Restated Equity Distribution Agreement, dated August 2, 2022 (the “Third Amendment”), (iv) that certain Fourth Amendment to Third Amended and Restated Equity Distribution Agreement, dated May 21, 2024 (the “Fourth Amendment”) and

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Exhibit 10.5

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2026, by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143, and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Subscriber”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.

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Exhibit 10.4

SPONSOR OTM WARRANTS PURCHASE AGREEMENT

THIS SPONSOR OTM WARRANTS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Purchaser”).

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is made and entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), Innovative Digital Investors, LLC, a Nevada limited liability company (the “Sponsor”), ThinkEquity LLC, as representatives of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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

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