Browse EX-10 agreements

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ACCELEVATION HOLDINGS LLC

FORM OF LIMITED LIABILITY COMPANY AGREEMENT

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Dated as of              , 2026

THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY

SET FORTH HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER

SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF

SUCH UNITS. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF

SUCH UNITS UPON WRITTEN REQUEST TO THE COMPANY AND WITHOUT CHARGE.

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TABLE OF CONTENTS

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1Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.12

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or 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 the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

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FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of              , 2026 and effective as of immediately prior to

the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Accelevation Holdings LLC, a Delaware limited liability

company (the “Company”), and Accelevation Investment Holdings LLC, a Delaware limited liability

company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units and

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JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT,

datedasofFebruary13,2026(this“Amendment”), byandamongeachoftheundersignedLenders(each,

an“AmendmentNo.3IncrementalLender”),AccelevationIntermediateLLC,aDelawarelimitedliability

company (“Holdings”), Accelevation Buyer LLC, a Delaware limited liability company (“Intermediate

Holdings”), Accelevation LLC, a Delaware limited liability company (the “Borrower”), and MidCap

Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

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FORM OF

TAX RECEIVABLE AGREEMENT

by and among

ACCELEVATION HOLDINGS CORP.,

ACCELEVATION HOLDINGS LLC

and

THE OTHER PERSONS NAMED HEREIN

Dated as of               , 2026

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT(this “Agreement”), dated as of              , 2026, is hereby

entered into by and among Accelevation Holdings Corp., a Delaware corporation (“PubCo”), Accelevation

Holdings LLC, a Delaware limited liability company (“OpCo”), and each of the undersigned parties and the other

persons who agree to become party to this Agreement and who shall thereafter be listed on Schedule Aattached

hereto from time to time (each a “Rights Holder” and collectively, the “Rights Holders”).

RECITALS

WHEREAS, the Rights Holders directly or indirectly hold certain equity interests in OpCo (the “Units”) and/

or PubCo;

WHEREAS, OpCo is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a

corporation for U.S. federal income tax purposes;

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FORM OF DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into

as of              , 2026, by and among (a) Accelevation Holdings Corp., a Delaware corporation (the

“Company”), (b) Accelevation Pubco Holdings LP, a Delaware limited partnership (“Pubco Holdings”),

(c) Accelevation Investment Holdings LLC, a Delaware limited liability company (“Investment

Holdings”), (d) Olympus Growth Fund VIII Parallel L.P., a Delaware limited partnership, Olympus

Growth Fund VIII LP, a Delaware limited partnership, and Olympus Partners,LP, a Delaware limited

partnership (collectively and, together with Pubco Holdings and Investment Holdings, “Olympus”) and

(e) Michael Rubiera (the “Founder Stockholder” and, together with Olympus, the “Nominating Parties”).

This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s

proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).

WHEREAS, as of the date hereof, Olympus Beneficially Owns (as defined below) a majority of

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EARLYBIRDCAPITAL, INC.

366 Madison Avenue

New York, New York 10017

[  ], 2026

Gold Mountain Acquisition Corp

205 W 37th St

New York, NY 10018

Ladies and Gentlemen:

This is to confirm our agreement (this “Agreement”) whereby Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-297261) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

1. Services and Fees.

(a) The Advisor will, if requested by the Company:

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PRIVATE PLACEMENT WARRANTS AGREEMENT

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THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).

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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. 333-297691) (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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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).

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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, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock Acquisition Corp. II, 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. 333-297691 (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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Exhibit 10.4

PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, 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. 333-297691) (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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Exhibit 10.1

[●], 2026

Bluerock Acquisition Corp. II

919 Third Avenue

New York, New York 10022

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Re: Initial Public Offering

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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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, 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 warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adju

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