Browse EX-10 agreements

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

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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

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EXECUTION VERSION

STORE MASTER FUNDING I, LLC

STORE MASTER FUNDING II, LLC

STORE MASTER FUNDING III, LLC

STORE MASTER FUNDING IV, LLC

STORE MASTER FUNDING V, LLC

STORE MASTER FUNDING VI, LLC

STORE MASTER FUNDING VII, LLC

STORE MASTER FUNDING XIV, LLC

STORE MASTER FUNDING XIX, LLC

STORE MASTER FUNDING XX, LLC

STORE MASTER FUNDING XXII, LLC

STORE MASTER FUNDING XXIV, LLC

STORE MASTER FUNDING XXXIV, LLC

STORE MASTER FUNDING XXXVII, LLC

STORE MASTER FUNDING XXXVIII, LLC

each, as an Issuer,

and

EACH JOINING PARTY

each, as an Issuer,

STORE CAPITAL LLC (as successor in interest to STORE CAPITAL CORPORATION)

as Property Manager and Special Servicer,

KEYBANK NATIONAL ASSOCIATION

as Back-Up Manager

and

CITIBANK, N.A.,

not individually but solely as Indenture Trustee

ELEVENTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT

Dated as of May 19, 2026

Net-Lease Mortgage Notes

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TABLE OF CONTENTS

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First Amendment to

GENTHERM INCORPORATED

2023 EQUITY INCENTIVE PLAN

The Gentherm Incorporated 2023 Equity Incentive Plan (the “Plan”) is amended by this First Amendment (this “First Amendment”) in the following respects, effective from and after the date this First Amendment is approved by the shareholders of Gentherm Incorporated, in accordance with Section 21 of the Plan. Following such effective date, any reference to the “Plan” shall mean the Plan, as further amended by this First Amendment. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

1. Section 5(a) of the Plan is hereby deleted and replaced in its entirety with the following:

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Conversion Standstill Agreement

This Conversion Standstill Agreement (this “Agreement”) is entered into as of May 15, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and Labrys Fund II, L.P., a Delaware limited partnership (the “Holder”). The Company and the Holder are each a “Party” and, collectively, the “Parties”.

Recitals

A. The Holder is the holder of that certain promissory note issued by the Company, dated as of August 19, 2025, in the original principal amount of $180,000 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Note”), which Note is convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as provided in the Note.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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Conversion Standstill Agreement

This Conversion Standstill Agreement (this “Agreement”) is entered into as of May 14, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and CFI Capital LLC, a [state/form of organization] (the “Holder”). The Company and the Holder are each a “Party” and, collectively, the “Parties”.

Recitals

A. The Holder is the holder of that certain convertible promissory note issued by the Company, dated as of August 24, 2025, in the original principal amount of $150,000 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Note”), which Note is convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), in accordance with its terms.

B. The Company is pursuing a private placement of its securities (the “Bridge Financing”), which is being conducted in one or more closings, with ThinkEquity LLC serving as placement agent.

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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.

	1.	Zoomcar will pay a total of $2,500,000 to ACM on or before October 31, 2026. This may be paid in one or more tranches over time. Each payment made will reduce on a dollar-for-dollar basis, the ACM Judgment.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”) is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “Party”). ”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of May 30, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, the Company and the Employee entered into an employment agreement dated September 7, 2023 (“Employment Agreement”); and

WHEREAS, Employee has resigned his employment with the Company without Good Reason as defined in the Employment Agreement and the Company and Employee have mutually agreed that Employee’s final date of employment as the Chief Financial Officer of the Company was April 17, 2025 (the “End Date”); and

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., a Delaware corporation (“Company”), and Daniel Kang (the “Executive” and together with the Company, the “Parties” and each individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of September 19, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Strategy Officer and Executive wishes to continue to be employed by Company as its Chief Strategy Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Operating Officer and Chief Investment Officer and Executive wishes to continue to be employed by Company as its Chief Operating Officer and Chief Investment Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 14, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Financial Officer and Executive wishes to continue to be employed by Company as its Chief Financial Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Executive Officer and Executive wishes to continue to be employed by Company as its Chief Executive Officer.

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