Browse EX-10 agreements

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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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

DATED 4 June 2026
REZOLVE AI PLC   and   EKG HOLDINGS 3 LIMITED   and   GAVIN DEIN   and   REGULUS CAPITAL CONSULTING LIMITED   and   NICHOLAS HYNES   and   PETER WEST
WAIVER DEED relating to the acquisition of Reward Loyalty UK Limited
5 New Street Square	London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.winstontaylor.com

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THIS DEED is made on 4 June 2026

BETWEEN

REZOLVE AI PLC (company number 14573691) whose registered office is at 21 Sackville Street, London, England, W1S 3DN (the "Buyer");

EKG HOLDINGS 3 LIMITED whose registered office is at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands ("EKG");

GAVIN DEIN of [***] ("Dein");

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2/17/2025

Michael Romanko

Dear Michael,

At Petco, we share a common vision of Healthier Pets. Happier People. Better World. and our success depends on our 27,000+ Partners across the country who are living our brand promise to nurture powerful relationships between pets and people.

On behalf of Petco Animal Supplies Stores, Inc. (“Petco” or the “Company”), I am delighted to invite you to join the Petco team and am pleased to extend a contingent offer of employment to you as Chief Customer and Product Officer. Your start date will be February 24, 2025. Please take a moment to review the details of your offer below:

Your compensation will be $840,000 per year, paid on a bi-weekly basis.

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SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS

This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this "Agreement") is entered into by and between Petco Animal Supplies Stores, Inc. (the "Company") and John L. "Jack" Stout ("Executive"). Executive and the Company are each referred to herein as a "Party" and together as the "Parties."

WHEREAS, Executive's employment with the Company terminated effective as of November 29, 2025 (the "Separation Date");

WHEREAS, Executive is a participant m the Petco Health and Wellness Company, Inc. Executive Severance Plan (the "Severance Plan");

WHEREAS, the Company wishes to provide Executive with certain separation benefits, which are conditioned upon Executive's execution, delivery and non-revocation of this Agreement; and

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May 5, 2026

To the Board of Directors and Management of Sinda Ltd.:

We understand that Sinda Ltd. (the “Company”) will be issuing financial statements on the consolidated balance sheets of Sinda Ltd. as of December 31, 2025 and 2024 and the related consolidated statements of operations, cash flow, and changes in stockholder’s equity for the years then ended.

TEG Global GP Ltd., the general partner of Electrum Global Holdings L.P., which is the majority owner of the Company, confirms that Electrum Global Holdings L.P. or any of its affiliated entities has the ability, liquidity, solvency and intent to continue its financial support of the Company through funding of any cash flow shortage through December 31, 2027.

Very truly yours,

/s/ Andrew M. Shapiro

Andrew M. Shapiro

Director of TEG Global GP Ltd.

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