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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INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of April 13, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis”). The Company and Aegis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Recitals

** **

WHEREAS, Aegis previously acted as placement agent in connection with certain private placement transactions of the Company (the “Prior Offering”);

WHEREAS, the Company and Aegis are parties to certain agreements in relation to such Prior Offerings, including: (i) that certain Placement Agent Agreement, dated as of June 18, 2024; (ii) that certain Letter Agreement, dated as of October 17, 2024; and (iii) that certain Placement Agent Agreement, dated as of December 23, 2024 (collectively, the “Aegis Agreements”);

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CONFIDENTIAL

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE

This confidential Settlement Agreement and General Release (“Agreement”) is made and entered into as of this 1st day of May, 2026, by and between the Reimer Family Partnership, L.P., Michael Schiavello, and Vasilios Takos (“Plaintiffs”) and Zoomcar Holdings, Inc., f/k/a Zoomcar, Inc. (“Defendant” or “Company” or “Zoomcar”).

PROCEDURAL BACKGROUND

** **

**WHEREAS, **Plaintiffs commenced an action in the Supreme Court of the State of New York, County of New York, captioned Reimer Family Partnership, L.P., et al. v. Zoomcar Holdings, Inc., Index No. 651695/2026 (the “Action”), asserting claims arising from Defendant’s failure to honor valid warrant exercises and to deliver shares of its common stock as contractually required;

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Zoomcar Holdings, Inc.

Business Address: Anjaneya Techno Park, No.147, 1st Floor, HAL Old Airport Road,

ISRO Colony, Kodihalli, Bangalore KA 560008 IN | Website: www.zoomcar.com

Date: April 13, 2026

To,

Aegis Capital Corp. (“Aegis”)

1345 Avenue of the Americas, 27th Floor

New York, New York 10105

Re: Termination of Aegis Agreements and Confirmation of Tail Rights

This letter (“Letter”), sets forth the understanding between Zoomcar Holdings, Inc. (the “Company”) and Aegis Capital Corp. (“Aegis”) with respect to the matters described herein.

The Company and Aegis are parties to certain agreements pursuant to which Aegis holds rights of first refusal (the “ROFRs”), including, without limitation: (i) that certain Placement Agent Agreement, dated as of June 18, 2024; (ii) that certain Letter Agreement, dated as of October 17, 2024; (iii) that certain Placement Agent Agreement, dated as of December 23, 2024; and (iv) that certain Underwritten Follow-On Offering Engagement Letter, dated as of April 8, 2025 (collectively, the “Aegis Agreements”).

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SETTLEMENT AGREEMENT AND MUTUAL RELEASES

** **

This Settlement Agreement and Releases, dated as of March 16, 2026 (this “Agreement”), is made by and among Zoomcar Holdings Inc., a Delaware corporation and Zoom India Private Limited, an Indian Limited Liability Company (collectively the “Company”), and Gregory Moran, identified on the signature page hereto (the “Greg”).

WHEREAS, on September 26, 2024, Greg, the founder and former Chief Executive Officer of the Company filed a complaint in the United States District Court for the District of Delaware challenging the Company’s termination of his employment for cause, effective June 18, 2024;

WHEREAS, Greg’s action in the United States District Court for the District of Delaware (the “Court”) was voluntarily dismissed;

WHEREAS, on November 1, 2024, Greg refiled his lawsuit in the Superior Court of the State of Delaware (“Action”);

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DESIGNATED AS “[***]”

Exhibit 10.4

LOAN AGREEMENT

Dated as of July 10, 2026

among

Kestra Medical Technologies, inc.

(as Borrowerand a Credit Party),

THE GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME

(as additional Credit Parties),

BIOPHARMA CREDIT PLC

(as Collateral Agent),

BPCR LIMITED PARTNERSHIP

(as a Lender)

and

BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP

(as a Lender)

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Table of Contents

Page

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KESTRA MEDICAL TECHNOLOGIES, LTD.

DIRECTOR COMPENSATION POLICY

This Director Compensation Policy (this “Policy”) of Kestra Medical Technologies, Ltd. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), effective as of March 6, 2025 (the “Effective Date”), sets forth the compensation payable to each member of the Board who is not an employee of the Company or any of its subsidiaries (each, a “Non-Employee Director”) and each member of the Board who is an employee of the Company or any of its subsidiaries (each, an “Executive Director” and together with the Non-Employee Directors, the “Directors”) as consideration solely for service on the Board. For the avoidance of doubt, nothing in this Policy will prohibit the Company from compensating any Director for services provided to the Company outside of such Director’s service on the Board. This Policy shall become effective on the Effective Date and shall remain in effect until it is revised or rescinded by the Board in its sole discretion at any time and from time to time.

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CONFIDENTIAL

EXHIBIT 10.33

VivoSim Labs, Inc.

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

November 17, 2025

Amara Sethi, MD, Ph.D.

Email: aasethi44@gmail.com

RE: Offer Letter – Chief Scientific Officer

Dear Amar:

On behalf of VivoSim Labs, Inc., and its subsidiaries, including, without limitation, namely Organovo Inc. and VivoSim, Inc. (“Company”), it is a great pleasure to extend you an offer of full-time employment as Chief Scientific Officer, contingent on approval of the Company’s Board of Directors (“Board”),reporting to Keith Murphy, Executive Chairman. In making this offer, we are expressing our enthusiastic support for the skills and commitment you will bring to our exciting team. We are pleased to offer you the following:

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Dated___June 2025

Amendment to Share purchase agreement

amongst

DANI ALYAMOUR

** **

DAVID COOK

** **

PAUL DAVID SEBRIGHT

** **

NISHANT JOHN FARIA

** **

OSAMA MUNIR RAGHEB ALKALOTI

** **

KGM HOLDINGS LIMITED

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WEST IRELAND INVESTMENT LIMITED

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TRILIV HOLDINGS LIMITED

** **

DUPLAYS HOLDINGS LIMITED

** **

and

LOTTERY.COM INC.

** **

** **

CONTENTS

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TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of January 26, 2026, by and among Lottery.com Inc., a Delaware corporation (the “Company”) and Evergreen Capital Management, LLC, a Nevada company (the “Purchaser”, and together with the Company, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (as defined below) or Purchase Agreement (as defined below), as applicable.

RECITALS

A. The Company issued that certain Senior Secured Convertible Promissory Note to the Purchaser on December 2, 2025, as amended by Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated as of January 21, 2026, between the Company, as the borrower, and the Purchaser, as the holder (the “Note”).

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of **July 30, 2025 **(the “Effective Date”), by and between Lottery.com Inc., a Delaware corporation (“Buyer” or “SEGG”), and Galaxy Racer Holdings Limited, a BVI entity (“Seller”). Each of Buyer and Seller may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.

WHEREAS, Seller is the sole owner of the unencumbered assets listed on Schedule A (collectively, the “Assets”); and

WHEREAS, Seller desires to sell the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, and certain other good and valuable consideration, the Parties agree as follows:

1. Recitals. The foregoing recitals and all terms and conditions contained therein are material, substantive, and integral provisions of this Agreement and are enforceable as if hereinafter restated.

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1. Plusevo Ltd

and

2. Lottery.com Inc

Share Purchase Agreement

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** **

Contents

1	Definitions and interpretation	1
2	Sale and purchase of Sale Shares	3
3	Consideration	3
4	Completion	3
5	Non-compete	4
6	Warranties	4

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