Browse EX-10 agreements

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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Execution Version

LOAN AGREEMENT

($11,000,000 Term Loan, $4,000,000 Accordion, and $3,000,000 Line of Credit)

THIS LOAN AGREEMENT (this “Agreement”) is made effective as July 15, 2026 (the “Effective Date”), by and among PASADENA PRIVATE LENDING INC., a Delaware corporation (together with its successors and assigns, “Lender”), STARCO BRANDS, INC., an Nevada corporation (“Starco”), STARCO BRANDS, LLC, a Nevada limited liability company (“Starco Brands”), STARCO MANUFACTURING, LLC, a Nevada limited liability company (“Starco Manufacturing”), THE AOS GROUP INC., a Delaware corporation (“AOS”), SOYLENT NUTRITION, INC., a Delaware corporation (“Soylent”), SKYLAR BODY, LLC, a Delaware limited liability company (“Skylar”), WHIPSHOTS, LLC, a Wyoming limited liability company (“Whipshots”), WHIPSHOTS HOLDINGS, LLC, a Delaware limited liability company (“Whipshots Holdings” and, together with Starco, Starco Brands, Starco Manufacturing, AOS, Soylent, Skylar, Whipshots and each Additional Borrower, each, jointly and severally, collectively, “Borrowers” and, ea

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Joinder to Guaranty

iPower AI LLC

**Effective Date: **July 21, 2026

This Joinder to Guaranty (this “Joinder”) is executed by iPower AI LLC, a Delaware limited liability company (the “New Guarantor”), pursuant to the Guaranty dated as of December 23, 2025, made in favor of the Collateral Agent for the benefit of the Buyers under the Securities Purchase Agreement dated as of December 22, 2025, as amended from time to time (the “Guaranty”). Capitalized terms not defined in this Joinder have the meanings given in the Guaranty.

1. Joinder

The New Guarantor hereby joins the Guaranty as a “Guarantor” and agrees to be bound by every term, covenant, waiver, representation and obligation applicable to a Guarantor as though it were an original signatory to the Guaranty.

2. Guaranty of Obligations

Without limiting Section 1, the New Guarantor jointly and severally, unconditionally and irrevocably guaranties the Guaranteed Obligations on the terms stated in the Guaranty, subject to all limitations expressly contained in the Guaranty.

3. Representations

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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.

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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

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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.

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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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LOCK-UP AGREEMENT

Dated as of July 17, 2026

between

VIRTUAL GRID INC.

and

AETHER HOLDINGS, INC.

RECITALS

**A. **Aether is issuing Aether Common Shares to Virtual Grid as payment of the Subscription Price under the Subscription and Share Payment Agreement dated as of the date of this Agreement.

**B. **Virtual Grid has agreed to a limited 12-month public resale restriction, subject to the liquidity protections, exceptions and Aether covenants set out in this Agreement.

1. Definitions

“Aether Common Shares” means (i) the Aether Common Shares issued to Virtual Grid at Closing under the Subscription Agreement, and (ii) any securities issued or issuable in respect of, exchange for or upon conversion, recapitalization, reclassification, stock split, reverse stock split, stock dividend, distribution, merger or other similar event relating to such Aether Common Shares.

“Lock-Up Period” means the period beginning on the Closing Date and ending at 11:59 p.m. Vancouver time on the date that is 12 months after the Closing Date.

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