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Browse EX-10 agreements

623 matching material contract exhibits.


Exhibit 10.8

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 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

EX-10.8·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 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

EX-10.7·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 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;

EX-10.6·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 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

EX-10.5·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

Exhibit 10.4

LETTER AGREEMENT

[●], 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

EX-10.4·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

LETTER AGREEMENT

[●], 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

EX-10.3·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

InterPrivate Investment Partners V, Inc.

December 10, 2025

InterPrivate Acquisition Management V LLC

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

RE:  Subscription Agreement for Founder Shares

Ladies and Gentlemen:

We are pleased to accept the offer InterPrivate Acquisition Management V LLC (the “Subscriber” or “you”) has made to purchase 5,031,250 shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “**Ordinary

EX-10.2·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $250,000 Dated as of May 4, 2026

EX-10.1·S-1/A·CIK 2105274·ACC 0001213900-26-059138·Filed May 20, 2026, 07:02 EDT

Exhibit 10.5

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2026, by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143, and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Subscriber”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.

EX-10.5·S-1/A·CIK 1997389·ACC 0001104659-26-063967·Filed May 20, 2026, 07:01 EDT

Exhibit 10.4

SPONSOR OTM WARRANTS PURCHASE AGREEMENT

THIS SPONSOR OTM WARRANTS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Purchaser”).

EX-10.4·S-1/A·CIK 1997389·ACC 0001104659-26-063967·Filed May 20, 2026, 07:01 EDT

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is made and entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), Innovative Digital Investors, LLC, a Nevada limited liability company (the “Sponsor”), ThinkEquity LLC, as representatives of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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

EX-10.3·S-1/A·CIK 1997389·ACC 0001104659-26-063967·Filed May 20, 2026, 07:01 EDT

Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2026 by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[_] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to adjustment (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

EX-10.2·S-1/A·CIK 1997389·ACC 0001104659-26-063967·Filed May 20, 2026, 07:01 EDT