Browse EX-10 agreements

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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INVESTMENT MANAGEMENT TRUST AGREEMENT

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

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-292835 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2026, between Xos, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its 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 an effective registration statement under the Securities Act (as defined below), 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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SUBSCRIPTION AGREEMENT

by and among

Howard Hughes Holdings Inc.

and

Pershing Square Holdings, Ltd.

and

Howard Hughes Insurance Holdings, LLC

Dated as of June 4, 2026

TABLE OF CONTENTS

Page

	1.	Purchase and Sale	1
	2.	Subscription Closing	2
	3.	Use of Proceeds	2
	4.	Representations and Warranties	3
	5.	Certain Covenants	18
	6.	Miscellaneous	20

SUBSCRIPTION AGREEMENT

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GODADDY INC.

AMENDED AND RESTATED 2024 OMNIBUS INCENTIVE PLAN

Section 1. Purpose. The purpose of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of GoDaddy Inc. (the “Company”), thereby furthering the best interests of the Company and its shareholders.

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

(b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.

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