Browse EX-10 agreements

FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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AMPERCAP ACQUISITION COMPANY

12 East 49th Street, 18th Floor

New York, NY 10017

June 2, 2026

AmperSPAC LLC

12 East 49th Street, 18th Floor

New York, NY 10017

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between AmperCap Acquisition Company (the “Company”) and AmperSPAC LLC (the “Services Provider” and Sponsor”), 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 the earlier of the consummation by the Company of an initial business combination and 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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), AmperSPAC LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and third-party investors (“TPI”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and TPI 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

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and AmperSPAC LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share (“Ordinary Share”) of the Company, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination.

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June 2, 2026

AmperCap Acquisition Company

12 East 49th Street, 18th Floor

New York, NY 10017

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 AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth

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Exhibit 10.1

PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

TERM SHEET CHART

This Term Sheet is effective June 2, 2026, by and between the Florida State University Research Foundation, Inc. (“FSURF”), a Florida direct-support organization of Florida State University (the “University”), and NorthStrive Defense Tech LLC (“Licensee”). It sets out the principal terms on which FSURF will license the Patent Rights and Know-How below, and is intended to be binding on the parties, who will negotiate in good faith a definitive License Agreement consistent with these terms.

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Exhibit 10.2

PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

EDUCATIONAL RESEARCH AGREEMENT

THIS AGREEMENT is made and entered into on this 1st day of June, 2026, by and between NorthStrive Defense Tech LLC with its principal administrative offices at 120 Newport Center Drive, Newport Beach, CA 92660 (hereinafter called SPONSOR) and the Florida State University Research Foundation, Inc. (hereinafter called FSURF), a direct support organization for the Florida State University, a non-profit public university located in Tallahassee, Florida (hereinafter called FSU) The research performed shall be provided by the Center for Intelligent, Systems, Control, and Robotics (CISCOR) under the direction of Dr. Christian Hubicki (hereinafter called PROVIDER).

RECITALS

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AMENDMENT NO. 2

TO

ASSEMBLY BIOSCIENCES, INC.

SECOND AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN

Assembly Biosciences, Inc., a Delaware corporation (the “Company”) adopted the Assembly Biosciences, Inc, Second Amended and Restated 2018 Employee Stock Purchase Plan on May 29, 2024 (the “ESPP”).

Prior to this Amendment No. 2 to the ESPP, the number of shares of Common Stock, par value $0.001 per share, reserved under the ESPP was 225,000.

The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the ESPP to increase the number of authorized shares reserved for issuance under the ESPP.

The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the ESPP to increase the number of shares reserved for issuance under the ESPP.

Now, therefore, the ESPP is hereby amended as follows:

1. The lead-in to the ESPP shall be amended and restated as follows:

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AMENDMENT NO. 3

TO

ASSEMBLY BIOSCIENCES, INC.

AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN

Assembly Biosciences, Inc., a Delaware corporation (the “Company”) adopted the Assembly Biosciences, Inc, Amended and Restated 2018 Stock Incentive Plan on May 29, 2024 (the “Plan”).

Prior to this Amendment No. 3 to the Plan, the number of shares of Common Stock, par value $0.001 per share, reserved under the Plan was 1,478,333.

The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the Plan to increase the number of authorized shares reserved for issuance under the Plan.

The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the Plan to increase the number of shares reserved for issuance under the Plan.

Now, therefore, the Plan is hereby amended as follows:

1. Section 3(a) of the Plan shall be amended as follows:

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EXECUTION VERSION

$500,000,000

LOAN AND SECURITY AGREEMENT

by and among

BARINGS PRIVATE CREDIT CORPORATION, (Collateral Manager)

BPC FUNDING 2 LLC, (Borrower)

BARINGS PRIVATE CREDIT CORPORATION,

(Equityholder)

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, (Lenders)

WELLS FARGO BANK, NATIONAL ASSOCIATION,

(Swingline Lender)

WELLS FARGO BANK, NATIONAL ASSOCIATION, (Administrative Agent and Co-Lead Manager)

MUFG BANK, LTD., (Co-Lead Manager)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, (Collateral Agent)

and

U.S. BANK NATIONAL ASSOCIATION,

(Collateral Custodian)

Dated as of June 3, 2026

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Execution Version SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of June 4, 2026 and is entered into by MADISON IAQ LLC, a Delaware limited liability company (the “Borrower”), each other Credit Party, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Wells Fargo” and, in such capacity, “Administrative Agent”), Wells Fargo, as the New Incremental Term Lender (the “New Incremental Term Lender”), Purchasing Term Lender (as defined below) and the Consenting Lenders (as defined below) party hereto and is made with reference to that certain Credit and Guaranty Agreement, dated as of June 21, 2021 (as supplemented by that certain Joinder Agreement No. 1, dated as of July 26, 2021, as amended by that certain First Amendment to Credit and Guaranty Agreement, dated as of June 16, 2023, as amended by that certain Second Amendment to Credit and Guaranty Agreement, dated as of June 5, 2024, as amended by that certain Third Amendment to Credit and Guaranty Agreement, dated as of January 15, 2

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ADVISORY AGREEMENT

AMONG

GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC

AND

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

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TABLE OF CONTENTS

					Page
1.		DEFINITIONS			3
2.		APPOINTMENT			7
3.		DUTIES OF THE ADVISER			7
4.		AUTHORITY OF ADVISER			9
5.		BANK AND BROKERAGE ACCOUNTS			10
6.		RECORDS; ACCESS			10
7.		LIMITATIONS ON ACTIVITIES			10
8.		OTHER ACTIVITIES OF THE ADVISER			11
9.		RELATIONSHIP WITH DIRECTORS AND OFFICERS			12
10.		COMPENSATION			12
11.		EXPENSES			15
12.		OTHER SERVICES			19

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