Browse EX-10 agreements

[•], 2026

BOA Acquisition Corp. II

2600 Virginia Ave NW

Suite T23 Management Office

Washington, D.C. 20037

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 BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, 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 comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class********* A Ordinary Shares***”) and one right (“Right”) to receive one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering

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INVESTMENT ADVISORY AGREEMENT

BETWEEN

** **

NEOSTELLAR CAPITAL CORP.

AND

** **

NEOSTELLAR ADVISORS LLC

** **

This Investment Advisory Agreement (this “Agreement”) is made as of July 15, 2026, by and between Neostellar Capital Corp., a Maryland corporation (the “Company”), and Neostellar Advisors LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a Maryland corporation and a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company desires to retain the Adviser to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter set forth; and

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REDEEMABLE PROMISSORY NOTE

Date of Note:		July 16, 2026
Principal Amount of Note:		$20,000,000.00

For value received, Neostellar Capital Corp., a Maryland corporation (the “Company”) (formerly known as SuRo Capital Corp.), promises to pay to the undersigned holder of this redeemable promissory note (this “Note”) or such party’s registered assigns (each, a “Holder”) the principal amount set forth above with interest on the outstanding principal amount at the Interest Rate, which interest the Company shall pay semi-annually in cash.

…

***  ***

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”; together with any Note issued hereunder, the “Transaction Agreements”) is made as of June 26, 2026 (the “Effective Date”), by and between SURO CAPITAL CORP., a Maryland corporation (the “Company”), and MCP INVESTING LLC, a Delaware limited liability company (“Purchaser”).

AGREEMENT

** **

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1. Purchase and Sale of Note.

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ADMINISTRATION AGREEMENT

BETWEEN

NEOSTELLAR CAPITAL CORP.

AND

NEOSTELLAR ADMINISTRATIVE SERVICES LLC

This Administration Agreement (this “Agreement”) is made as of July 15, 2026, by and between Neostellar Capital Corp., a Maryland corporation (the “Company”), and Neostellar Administrative Services LLC, a Delaware limited liability company (the “Administrator”).

WHEREAS, the Company is a Maryland corporation and a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth; and

…

John Q. Doyle

President and Chief Executive Officer

Marsh & McLennan Companies, Inc.

1166 Avenue of the Americas

New York, NY 10036

T +1 212 345 5000

www.corporate.marsh.com

April 9, 2026Mark C. McGivneyElectronic Delivery

Subject: Terms of Employment

Dear Mark,

This letter agreement sets forth the terms of your continued employment by Marsh & McLennan Companies, Inc. (“Marsh”, and together with its subsidiaries and affiliates, the “Company”) as its Executive Vice President, Chief Operating Officer and Chief Financial Officer.This position reports to the President and Chief Executive Officer of Marsh (the “CEO”).Your current principal work location is in New York, NY. The terms of this letter agreement are effective as of April 15, 2026.

1. Duties and Responsibilities

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

AGREEMENT, dated as of April 9, 2026, between Marsh & McLennan Companies, Inc. (“Marsh” or the “Company”) and Mark C. McGivney, an employee of the Company (“Executive”). The terms of this Agreement are effective as of April 15, 2026.

RECITALS:

This Agreement is entered into in consideration of the Executive’s employment by the Company as Executive Vice President, Chief Operating Officer and Chief Financial Officer effective April 15, 2026, the Company’s execution of the April 9, 2026 Letter Agreement regarding Executive’s terms of employment, Executive’s eligibility for a discretionary bonus and other compensation as an employee of the Company, and Executive’s provision with and access to Confidential Information and Trade Secrets belonging to the Company. For the purposes of this Agreement, the term “Company” means Marsh, its subsidiaries, affiliates and/or any corporation, partnership, joint venture, limited liability company, or other entity in which Marsh has a 10% or greater direct or indirect interest.

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EXECUTION VERSION [[8499770]] US$4,250,000,000 AMENDED AND RESTATED 5 YEAR CREDIT AGREEMENT dated as of June 2, 2026 Among Marsh & McLennan Companies, Inc. Calm Treasury Holdings Limited, MMC Securities LLC, and the Designated Subsidiaries referred to herein as Borrowers, The Lenders Listed Herein and Citibank, N.A. as Administrative Agent Bank of America, N.A., Deutsche Bank Securities Inc. HSBC Bank USA, National Association JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association as Syndication Agents Barclays Bank PLC, Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch, The Bank of Nova Scotia, and Royal Bank of Canada as Documentation Agents Citibank, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners

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COMMON SHARE PURCHASE WARRANT

Dated as of July 17, 2026

between

VIRTUAL GRID INC.

and

AETHER HOLDINGS, INC.

THIS CERTIFIES that, for value received, AETHER HOLDINGS, INC., or its permitted assigns, is entitled to purchase from VIRTUAL GRID INC., an Alberta corporation, up to 176,412 common shares in the capital of Virtual Grid, subject to adjustment as provided in this Warrant, at an exercise price of C$2.864692 per Warrant Share, at any time before the Expiry Time.

This Warrant is issued under the Subscription and Share Payment Agreement dated as of July 17, 2026 between Virtual Grid and Aether. The number of Warrant Shares equals the number of Subscription Shares issued to Aether under that agreement, and the Exercise Price is the same per share valuation used to issue the Subscription Shares.

1. Definitions

“Business Day” means a day other than Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

“Company” means Virtual Grid Inc. and its successors.

…

SUBSCRIPTION AND SHARE PAYMENT AGREEMENT

Dated as of July 17, 2026

between

VIRTUAL GRID INC.

and

AETHER HOLDINGS, INC.

RECITALS

**A. **Virtual Grid is an Alberta corporation and proposes to issue equity securities and an equal number of common share purchase warrants to Aether as a strategic investor.

**B. **Aether is a Delaware corporation whose common stock is listed on the Nasdaq Capital Market under the symbol ATHR and will pay the subscription price by issuing Aether common shares to Virtual Grid.

**C. **The subscription agreement (the “Agreement”) forms part of the transactions contemplated by the memorandum of understanding dated June 15, 2026 and the related commercial agreements between the parties.

1. Definitions

“Aether Common Shares” means shares of common stock of Aether, listed on the Nasdaq Capital Market under the symbol ATHR.

“Aether Share Consideration” means the Aether Common Shares issued by Aether to Virtual Grid as payment of the Subscription Price.

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** **

** **

** **

LICENSE AND SUPPORT AGREEMENT

** **

between

* *

VIRTUAL GRID INC. (“Virtual Grid”)

** **

And

AETHER COMPUTE LLC. (“Aether”)

** **

Dated as of July 17, 2026

FOMA License and Support Agreement

** **

RECITALS

**A. **Virtual Grid owns and controls FOMA, the Fleet Orchestration Management Application used to manage and orchestrate authorized compute and energy pod deployments.

**B. **Aether wishes to use, demonstrate, market and sublicense object code access to FOMA solely in the Territory and solely in connection with Products and approved end-customer deployments.

**C. **The parties intend this agreement (the “Agreement”) to preserve Virtual Grid’s ownership, source code, development, data model, know how, security and commercialization rights except for the limited license expressly granted.

1. Definitions

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** **

Exhibit 10.1

** **

EXCLUSIVE WHITE LABEL SUPPLY AND DISTRIBUTION AGREEMENT

Between

VIRTUAL GRID INC. (“Virtual Grid”)

And

AETHER COMPUTE LLC (“Aether”)

** **

Dated as of July 17, 2026

Virtual Grid Inc. / Aether Compute LLC	Page 1

** **

RECITALS

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