Browse EX-10 agreements

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.

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CM OB Hotel Owner, LLC

561-990-2222

5740 Getwell Rd, Ste 5D, Southaven MS 38672

 

 

 

April 24, 2025

To:

[INVESTOR NAME]

 

[ADDRESS1]

 

[ADDRESS2]

 

Delivered via e-mail to: [email]

 

Re:

Side Letter Agreement to Subscription Agreement and Operating Agreement of CM OB Hotel Owner, LLC

Dear [NAME],

 

We, CM OB Hotel MGR, LLC, are pleased to present to you, the undersigned, this side letter in which we both mutually agree to certain additional terms concerning your subscription for equity interests (your “Investment”) in CM OB Hotel Owner, LLC (the “Fund”). This letter serves as a side letter agreement (this “Letter”) between us, the terms of which are agreed to be in addition to, and incident to, that certain Subscription Agreement governing your Investment into the Fund dated effective on or about even date with this Letter (the “Subscription Agreement” and the “Effective Date” respectively) and the execution by the you of that certain Operating Agreement for the Fund, as may be amended from time to time (the “

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SHARE REDEMPTION AGREEMENT

THIS SHARE REDEMPTION AGREEMENT is dated as of September 30, 2025 (this “Agreement”), by and among JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph F. Basile III (“Stockholder”).

 

WHEREAS, the Stockholder presently owns 4,000,000 shares of the Company’s Class B Common Stock (the “Class B Shares”);

 

WHEREAS, the Company is entering into one or more subscription agreements with certain investors pursuant to a proposed private offering in public securities of the Company (the “PIPE Financing);

 

WHEREAS, pursuant to the Company’s Articles of Incorporation, the Company desires to redeem the Class B Shares, and the Stockholder desires to sell such Class B Shares back to the Company, upon and subject to the consummation of the PIPE Financing and in accordance with the terms set forth herein (the “Redemption”);

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 26, 2025, by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), 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.

 

RECITALS

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EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of January 1, 2026 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Bill Dyer, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

 

WHEREAS, the Company wishes to employ Executive on the terms set forth in this Agreement; and

 

WHEREAS, Executive wishes to become employed on the terms set forth herein;

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1. Employment Term.

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CONFIDENTIAL

---

OFFERING SUBSCRIPTION PACKAGE

for

CM OB Hotel Owner, LLC

A Delaware Limited Liability Company

Effective Date: April 24, 2025

 

 

 

 

Confidential Private Placement Memorandum

for

CM OB Hotel Owner, LLC

Summary

Offering:

 

Up to $5,000,000 in Class A Limited Liability Company Interests1

Price Per Interest: $1,000

 

 

 

Minimum Purchase

 

Commissions2

 

 

Proceeds to the Company3

 

Class A

 

100 Units

 

 

N/A

 

 

$

100,000

 

Offering Period:

Until successfully closed, terminated, or 12 months, subject to extension by the Manager (defined below).

 

Sale Exemption:

Private placement conducted pursuant to the

Securities Act of 1933, Sec. 4(a)(2); Regulation D Safe Harbor, R. 506(c)

 

 

This private placement memorandum (this “Memorandum”) is being furnished by the Manager solely for use by prospective investors on an invite-only basis in evaluating the Company and this Offering (defined below) of Interests.

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PLACEMENT AGENCY AGREEMENT

September 26, 2025

 

PERSONAL AND CONFIDENTIAL

JFB Construction Holdings

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Attention: Joseph F. Basile III

Chief Executive Officer

 

Dear Mr. Basile:

 

Introduction. Subject to the terms and conditions herein (this “Agreement”), JFB Construction Holdings, a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Company described in the immediately succeeding paragraph directly to accredited investors (each, an “Investor” and collectively, the “Investors”) through Dominari Securities LLC as placement agent (the “Placement Agent”).

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COST PLUS 5% CONSTRUCTION MANAGEMENT CONTRACT

(STANDARD FORM)

 

DATE:

 

Aprill 28, 2025

NAME OF PROJECT:

 

Courtyard by Marriot / Olive Branch

CONTRACT AMOUNT:

 

See Section 5.1

 

 

 

OWNER:

 

Onyx OB Hotel Owner LLC

OWNER’S REPRESENTATIVE:

 

Samet Patel

Telephone No.:

 

954-594-6864 / 561-887-1082

 

Email Address:

 

Sameet@onyxhospitality.com

 

 

 

OWNER’S ADDRESS:

 

 

 

 

 

PROJECT:

 

Courtyard by Marriot / Olive Branch, Ms

 

 

 

SITE:

 

Full Address: 8386 Camp Creek BVD, Olvie Branch MS 38654

 

 

 

 

 

 

CONTRACTOR:

 

JFB Construction & Development, Inc.

A Florida Corporation

 

 

(STATE) (corporation, limited liability company, sole proprietorship, general partnership, etc.)

 

 

 

 

 

CONTRACTOR’S REPRESENTATIVE:

 

Joe Basile

Telephone No.:

 

561.582.9840

Email Address

:

joe@jfbconstruction.net

CONTRACTOR’S LICENSE NO.:

 

CGC 1522607 / MS

CONTRACTOR’S ADDRESS:

 

1300 S Dixie, Lantana, FL 33462

 

 

 

ARCHITECT:

 

 

ARCHITECT :

 

 

Email address.:

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Document

Exhibit 10.34

FIRST AMENDMENT TO THE

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

BETWEEN

THE FIRST BANK

AND

MILTON R, COLE, JR.

DATED JANUARY 1, 2020

THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Milton R. Cole, Jr. (the “Executive”).

The Bank and the Executive are parties to a certain Supplemental Executive Retirement Plan Agreement dated January 1, 2020 (the “Agreement”). The Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefit.

Now, therefore, the Bank and the Executive agree as follows:

Article 2, Table A, shall be amended to read as follows:

Distribution Event

Benefit

Timing of Distributions

Separation from Service after age 65

Annual Benefit equal to (i) 50% of Compensation less (ii) any benefits paid under the 2014 SERP

Payment of annual benefit is made in equal monthly installment and begins the first day of the month following Separation from Service

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Document

Exhibit 10.33

Supplemental Executive Retirement Plan

Milton R. Cole, Jr.

First, A National Banking Association

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

 

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (“Agreement”) is made and entered into this 1st day of January 2020 (“Effective Date”), between First, A National Banking Association (“Bank”), a commercial bank located in Hattiesburg, Mississippi and Milton R. Cole, Jr. (“Executive”).

Article I

Purpose

The purpose of this Agreement is to further the growth and development of the Bank by providing Executive with supplemental retirement income, and thereby encourage Executive’s productive efforts on behalf of the Bank and the Bank’s shareholders, and to align the interests of the Executive and those shareholders. The Bank promises to make certain payments to the Participant, or the Participant’s Beneficiary, at retirement, death, or upon some other qualifying event pursuant to the terms of this Agreement.

Article 2

Benefit Tables

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

SUI GROUP HOLDINGS LIMITED

 

Warrant Shares: 207,565.00

Issue Date: January 5, 2026

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