Browse EX-10 agreements

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

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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

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between

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VIRTUAL GRID INC. (“Virtual Grid”)

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And

AETHER COMPUTE LLC. (“Aether”)

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Dated as of July 17, 2026

FOMA License and Support Agreement

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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

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EXCLUSIVE WHITE LABEL SUPPLY AND DISTRIBUTION AGREEMENT

Between

VIRTUAL GRID INC. (“Virtual Grid”)

And

AETHER COMPUTE LLC (“Aether”)

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Dated as of July 17, 2026

Virtual Grid Inc. / Aether Compute LLC	Page 1

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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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SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

Lori Gustafson (“Executive”) and MVW Services Corporation (“Company”) hereby enter into this Separation Agreement and General Release of Claims (“Agreement”) and agree as follows:

1.Termination of Employment.Executive’s employment with the Company will terminate effective 11:59 p.m. on July 31, 2026 (the “Termination Date”). After the Termination Date, Executive will not be entitled to any compensation and/or benefits from the Company except as described in this Agreement or in the case of equity awards, as provided in the applicable award agreement for each grant. Executive agrees that, other than Executive’s final paycheck, any accrued unused paid time off and/or vacation, and the Separation Benefits described in this Agreement, Executive has been paid all remuneration owed to Executive as a result of Executive’s employment with the Company, including, but not limited to, all accrued salary, wages, stock and stock options, business expenses, termination benefits, commissions, or any other compensation to which Executive is entitl

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EXECUTION VERSION

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into as of July 20, 2026 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Raphael Zagury (“Executive” and, together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company desires to employ Executive as the Chief Executive Officer of the Company, on the terms and subject to the conditions set forth herein;

WHEREAS, Executive desires to be employed by the Company on such terms and conditions; and

WHEREAS, certain terms and conditions used herein have the meanings assigned to such terms in Section 5(d) of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereto agree as follows:

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EXECUTION VERSION

SEPARATION AGREEMENT AND RELEASE

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THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Jack Mallers (the “Executive”), dated July 20, 2026. The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Employment Agreement (as defined below).

WHEREAS, the Parties entered into an employment agreement by and between the Executive and the Company, dated December 8, 2025 (the “Employment Agreement”), pursuant to which the Company employed the Executive as Co-Founder and Chief Executive Officer;

WHEREAS, the Executive has expressed his desire to resign from his position and the Parties mutually agree that the Executive’s employment with the Company will terminate effective July 20, 2026 (the “Separation Date”).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 20, 2026, is between VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 300 Delaware Avenue, Wilmington, Delaware 19801 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder;

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