Browse EX-10 agreements

**AMENDED AND RESTATED FIFTH AMENDMENT **

**TO **

**MASTER LEASE AGREEMENT **

This Amended and Restated Fifth Amendment to Master Lease Agreement (the “Amended and Restated Fifth Amendment”) is dated August 11, 2026 (the “Effective Date”), by and between KCP RE LLC, a Delaware limited liability company (“Landlord”), and KINDERCARE EDUCATION LLC, a Delaware limited liability company (f/k/a Knowledge Universe Education LLC) (“Tenant”).

**RECITALS **

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EXECUTION VERSION CREDIT AGREEMENT dated as of August 14, 2026 among CARVANA CO., as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME and BARCLAYS BANK PLC, as Administrative Agent _______________________________ BARCLAYS BANK PLC, WELLS FARGO SECURITIES, LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., and DEUTSCHE BANK SECURITIES INC., as Lead Arrangers and BARCLAYS BANK PLC, as Syndication Agent

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RELEASE AND SEPARATION AGREEMENT

This RELEASE AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into by Rob Franch (“Employee”) and Carriage Services, Inc., its past, present and future subsidiaries, parents, and affiliates and their respective past, present, and future employees, officers, directors, agents and insurers (hereinafter collectively referred to as the “Company”).

WHEREAS, Employee and Company entered into an employment agreement dated April 1, 2022; and a first amendment to that employment agreement on April 29, 2024 (hereinafter collectively referred to as the “Employment Agreement”); and

WHEREAS, Employee has advised Company of his intent to resign his employment, effective as of August 13, 2026 (the “Separation Date”), and terminate the Employment Agreement concurrently; and

WHEREAS, both Employee and Company wish to settle all issues and potential issues which relate, or may relate to, Employee’s employment with, and departure from, the Company, including but not limited to, those arising under the Employment Agreement.

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Execution Version

Published CUSIP Numbers:

Deal: 87613JAU8

Revolver: 87613JAV6

FIVE-YEAR CREDIT AGREEMENT

dated as of

August 14, 2026

among

TARGET CORPORATION,
as Borrower

THE BANKS LISTED HEREIN,

BANK OF AMERICA, N.A.,
as Administrative Agent

CITIBANK, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents

JPMORGAN CHASE BANK, N.A.,

and

U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents

BOFA SECURITIES, INC.,
CITIBANK, N.A.,
JPMORGAN CHASE BANK, N.A.,
WELLS FARGO SECURITIES, LLC,
and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners

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ARTICLE 1.
DEFINITIONS

Section 1.01    Definitions    1

Section 1.02    Accounting Terms and Determinations    14

Section 1.03    Interest Rates    14

ARTICLE 2.
THE CREDITS

Section 2.01    Commitments to Lend    14

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of August 12, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and TBCP 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. 333-296759) (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, subject to adjustment.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made as of August 12, 2026 by and between Thunder Bridge Capital Partners V, Ltd., 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. 333-296759), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 26,100,000 units (or 30,015,000 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

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THUNDER BRIDGE CAPITAL PARTNERS V, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

August 12, 2026

Thunder Bridge Capital, LLC

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

Re: Advisory Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Thunder Bridge Capital Partners V, Ltd. (the “Company”) and Thunder Bridge Capital, LLC (“TBC”), 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 Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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THUNDER BRIDGE CAPITAL PARTNERS V, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

August 12, 2026

First Capital Group, LLC

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Thunder Bridge Capital Partners V, Ltd. (the “Company”) and First Capital Group, LLC (“First Capital”), 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 Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (a) the consummation by the Company of an initial business combination or (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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LETTER AGREEMENT

August 12, 2026

Thunder Bridge Capital Partners V, Ltd.

9912 Georgetown Pike, Suite D203

Great Falls, Virginia 22066

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 Thunder Bridge Capital Partners V, Ltd., 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 26,100,000 units of the Company (or up to 30,015,000 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 Warrant

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 12, 2026, by and among Thunder Bridge Capital Partners V, Ltd., 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”).

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WHEREAS, TBCP V, LLC (the “Sponsor”) owns an aggregate of 7,503,750 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 978,750 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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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 12, 2026.

Between:

(1)	THUNDER BRIDGE CAPITAL PARTNERS V, LTD., an exempted company incorporated under the laws of the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and

(2)	[●] (“Indemnitee”).

Whereas:

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LETTER AGREEMENT

August 12, 2026

Thunder Bridge Capital Partners V, Ltd.

9912 Georgetown Pike, Suite D203

Great Falls, Virginia 22066

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 Thunder Bridge Capital Partners V, Ltd., 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 26,100,000 units of the Company (or up to 30,015,000 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 Warrant entitle

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