Browse EX-10 agreements

ONESPAN INC.

AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

I.  INTRODUCTION

1.1    Purposes.  The purposes of the OneSpan Inc. 2019 Omnibus Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long term best interests of the Company and its stockholders.

1.2    Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning set forth in Section 5.8(b).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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Veeva Systems Inc.

Non-Employee Director Compensation Plan

(Effective as of June 18, 2025)

Each non-employee member of the Board receives grants of RSUs under our 2013 Equity Incentive Plan, as amended and restated, on the date of our annual meeting of shareholders. Such annual grants are valued on the date of grant and vest quarterly over one year. On the date of the annual meeting, each non-employee director who is serving on the Board as of such date will be issued RSUs valued at $275,000 of our common stock. In addition, the non-executive chair or lead independent director will receive an additional issuance of RSUs valued at $40,000 of our common stock.

Non-employee members of the Board's committees are granted additional RSUs as follows.

•Audit Committee

◦Members: RSUs valued at $20,000

◦Chair: RSUs valued at $40,000

•Compensation Committee

◦Members: RSUs valued at $10,000

◦Chair: RSUs valued at $20,000

•Cybersecurity Committee

◦Members: RSUs valued at $10,000

◦Chair: RSUs valued at $20,000

•Nominating and Governance Committee

◦Members: RSUs valued at $10,000

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RECIPROCAL****CARRIER SERVICES AGREEMENT

entered into between

EZ MOBILE, LLC

and

SPECTRAL CAPITAL CORP.

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EZ Mobile, LLC Reciprocal CSA	Confidentia****l

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Reciprocal Carrier Services Agreement

This Agreement is made and entered into this 15th day of February, 2022, between EZ Mobile, LLC (“EZM”) a limited liability company formed and existing under the laws of the State of New York, with its registered address at 405 RXR Plaza Uniondale, NY 11556 - USA and SPECTRAL CAPITAL CORP (“Company”), a company incorporated and existing under the laws of NEVADA, with its principal offices located at 4500 9th Avenue NE Seattle, WA 98105 (collectively the "Parties" and individually a "Party").

WHEREAS, EZM and Company are providers of international telecommunications Services; and

WHEREAS, EZM desires to procure certain telecommunications Services provided by Company and Company desires to procure certain telecommunications Services provided by EZM.

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RECIPROCAL****CARRIER SERVICES AGREEMENT

entered into between

Sky Data PLL OU

and

Spectral Capital Corp.

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Spectral Capital Corp. Reciprocal CSA	Confidentia****l

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Reciprocal Carrier Services Agreement

This Agreement is made and entered into this 3rd day of January 2022, between SKY DATA PLL OU, (“SKY”) a corporation formed and existing under the laws of Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 6a, 10151 and Spectral Capital Corp. (“SCC”), a company incorporated and existing under the laws of Nevada, with its principal offices located at 4500 9th Avenue NE Seattle, WA 98105 (collectively the "Parties" and individually a "Party").

WHEREAS, SCCand SKY are providers of international telecommunications Services; and

WHEREAS, SKYdesires to procure certain telecommunications Services provided by SCC.

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May ___, 2026

AmperCap Acquisition Company

12 East 49th Street, 18th Floor

New York, NY, 10017

Gentlemen:

AmperCap Acquisition Company (“Company”), a blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), pursuant to its registration statement on Form S-1 initially filed on March 17, 2026 (as may be amended, the “Registration Statement”) in connection with its initial public offering (“IPO”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026, by and between AmperCap Acquisition Company, 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, as amended (File No. 333-294363) (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 of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (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;

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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 EarlyBirdCapital, Inc. (“EBC or 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. The Purchaser has agreed to purchase on a private placement basis (the “Offering”) an aggregate of 137,500 private placement units (or up to 158,125 private placement units if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary

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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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