Browse EX-10 agreements

STOCKHOLDERS AGREEMENT

DATED AS OF JUNE 3, 2026

between

LIFTOFF MOBILE, INC.

AND

GENERAL ATLANTIC (LFT), L.P.

 

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Table of Contents

 

 

Page

ARTICLE I. INTRODUCTORY MATTERS

3

1.1

Defined Terms

3

1.2

Construction

7

ARTICLE II. CORPORATE GOVERNANCE MATTERS

7

2.1

Election of Directors

7

2.2

Compensation

9

ARTICLE III. INFORMATION; VCOC

9

3.1

Books and Records; Access

9

3.2

Certain Reports

10

3.3

VCOC

10

3.4

Confidentiality

12

3.5

Information Sharing

13

ARTICLE IV. ADDITIONAL COVENANTS

13

4.1

Pledges or Transfers

13

4.2

Spin-Offs or Split-Offs

13

4.3

Expense Reimbursement

14

4.4

Additional Issuances for Earn-Out

14

ARTICLE V. INDEMNIFICATION; LIABILITY INSURANCE

15

5.1

Indemnification of Designating Stockholder

15

5.2

Jointly Indemnifiable Claims

16

5.3

Non-Exclusive Right

15

5.4

Directors and Officers Insurance

17

5.5

Other Rights of Designees

17

ARTICLE VI. GENERAL PROVISIONS

17

6.1

Termination

17

6.2

Notices

18

6.3

Amendment; Waiver

19

6.4

Further Assurances

19

6.5

Assignment

19

6.6

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STOCKHOLDERS AGREEMENT

DATED AS OF JUNE 3, 2026

between

LIFTOFF MOBILE, INC.

AND

BCP Redbird Aggregator L.P.

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Table of Contents

Page

 

ARTICLE I. INTRODUCTORY MATTERS

3

1.1

Defined Terms

3

1.2

Construction

6

ARTICLE II. CORPORATE GOVERNANCE MATTERS

5

2.1

Election of Directors

5

2.2

Compensation

7

2.3

Board Committees

7

ARTICLE III. INFORMATION; VCOC

7

3.1

Books and Records; Access

7

3.2

Certain Reports

8

3.3

VCOC

8

3.4

Confidentiality

10

3.5

Information Sharing

11

ARTICLE IV. ADDITIONAL COVENANTS

11

4.1

Pledges or Transfers

11

4.2

Spin-Offs or Split-Offs

11

4.3

Expense Reimbursement

11

ARTICLE V. INDEMNIFICATION; LIABILITY INSURANCE

14

5.1

Indemnification of Designating Stockholder

14

5.2

Jointly Indemnifiable Claims

15

5.3

Non-Exclusive Right

16

5.4

Directors and Officers Insurance

16

5.5

Other Rights of Designees

16

ARTICLE VI. GENERAL PROVISIONS

17

6.1

Termination

17

6.2

Notices

17

6.3

Amendment; Waiver

18

6.4

Further Assurances

18

6.5

Assignment

18

6.6

Third Parties

19

6.7

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of June 3, 2026 and is between Liftoff Mobile, Inc., a Delaware corporation (the “Company”), BCP Redbird Aggregator L.P. and its related vehicles (“Blackstone”), the Founders (as defined below) and General Atlantic (LFT), L.P., a Delaware limited partnership (“General Atlantic”).

W I T N E S S E T H

WHEREAS, the Company, Blackstone and the Founders entered into that certain Registration Rights Agreement, dated as of March 17, 2021 (the “Existing Registration Rights Agreement”);

WHEREAS, in connection with the initial public offering of the Company, each of the Company and Blackstone has agreed to amend the Existing Registration Rights Agreement as set forth in this Agreement;

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Execution Version

 

NINTH AMENDMENT dated as of June 8, 2026 (this “Amendment”), to the Credit Agreement (as defined below) among DaVita Inc., as Borrower (the “Borrower”), the other Loan Parties party hereto, each 2026 Incremental Tranche B-2 Term Lender (as defined below) and JPMorgan Chase Bank, N.A., as Administrative Agent.

 

RECITALS

 

A. The Borrower, the Lenders party thereto from time to time, the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent and Swingline Lender, are party to that certain Credit Agreement dated as of August 12, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).

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ameresco-2020stockincent

AMERESCO, INC. 2020 STOCK INCENTIVE PLAN (as amended) 1. Purpose The purpose of this 2020 Stock Incentive Plan (the “Plan”) of Ameresco, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Com

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ADMINISTRATIVE SERVICES AGREEMENT

 

June 3, 2026

 

InterPrivate Acquisition Management V LLC

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

 

Ladies and Gentlemen:

 

This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (File No. 333-295323) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of InterPrivate Investment Partners V, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), InterPrivate Acquisition Management V LLC or its designee (as applicable, the “Provider”) shall directly or indirectly make available to the Company certain office space, utilities and secretarial and administrative support as may

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of June 3, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and InterPrivate Acquisition Management V 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 (an “Ordinary Share”) and one-third of one redeemable warrant, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295323) (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”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subjec

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LETTER AGREEMENT

 

June 3, 2026

 

InterPrivate Investment Partners V, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, New York 10019

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 17,500,000 units of the Company (or up to 20,125,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each War

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LETTER AGREEMENT

 

June 3, 2026

 

InterPrivate Investment Partners V, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, New York 10019

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 17,500,000 units of the Company (or up to 20,125,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each War

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 3, 2026, by and among InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

WHEREAS, InterPrivate Acquisition Management V LLC (the “Sponsor”) owns an aggregate of 5,031,250 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 656,250 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters in the Company’s initial public offering do not exercise their option to purchase additional units;

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of June, 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and EarlyBirdCapital, Inc. (“EBC” and, collectively with Cantor, the “Subscribers”).

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, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant (a “Public Warrant”), as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295323) (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”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 pe

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made as of June 3, 2026 by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Registration Statement on Form S-1 (File No. 333-295323), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 17,500,000 units (or 20,125,000 units in the aggregate if the underwriters’ option to purchase additional units (the “Over-Allotment Option”) is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (such initial public offering hereinafter refe

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