Browse EX-10 agreements

**TRADEMARK LICENSE AGREEMENT **

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [•], 2026 (the “Effective Date”) by and between SLR CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Licensor”), and SLR SECURED SPECIALTY LENDING FUND, a Delaware statutory trust (the “Fund”) (each a “party,” and collectively, the “parties”).

***RECITALS ***

WHEREAS, the Fund is a closed-end management investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended;

WHEREAS, pursuant to the Investment Management Agreement, dated as of [•], 2026 (the “Advisory Agreement”), by and between the Fund and SLR Secured Lending Partners, LLC, an affiliate of the Licensor, the Fund has engaged SLR Secured Lending Partners, LLC to act as the investment adviser to the Fund;

WHEREAS, Licensor is the owner of the trade name “SLR” (the “Licensed Mark”) in the United States of America (the “Territory”);

WHEREAS, the Fund now desires to use the “SLR” Licensed Mark in connection with the operation of its business, and the Licensor is willing to permit the Fund to use the Licensed Mark, subject to the terms and conditions of this Agreement;

WHEREAS, the board of trustees of the Fund has approved this Agreement.

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

ARTICLE 1

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EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT

This Expense Limitation and Reimbursement Agreement (the “Agreement”) is made as of [•], 2026 (the “Agreement Date”).and effective as of the date hereof, by and among SLR Secured Specialty Lending Fund, a Delaware statutory trust (the “Fund”), and SLR Secured Lending Partners, LLC, a Delaware limited liability company (the “Investment Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Fund has retained the Investment Adviser to furnish investment advisory services to the Fund on the terms and conditions set forth in the investment advisory management agreement, dated [•], 2026, entered into between the Fund and the Investment Adviser, as may be amended or restated (the “Investment Advisory Agreement”); and

WHEREAS, the Fund and the Investment Adviser have determined that it is appropriate and in the best interests of the Fund that the Investment Adviser reimburse the Fund for a portion of the Fund’s costs and expenses to the effect that such expenses do not exceed an annual rate of 1.00% of the Fund’s net asset value.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

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CUSTODIAL SERVICES ELECTION AGREEMENT

THIS CUSTODIAL SERVICES ELECTION AGREEMENT is made on July 7, 2026 (this “Agreement”) by and between SLR Secured Specialty Lending Fund, a statutory trust organized under the laws of Delaware (the “Client”) and Citibank, N.A., acting as custodian through its New York offices (the “Custodian”).

RECITALS

WHEREAS, reference is hereby made to that certain Global Custodial Services Agreement, dated as of July 26, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time) (the “Custody Agreement”) by and between the Custodian and, severally and not jointly, each of Solar Capital Ltd. and Solar Senior Capital Ltd. (the “Original Client”), together with any other entity who may become a party thereto from time to time pursuant to a separate Joinder Agreement or Custodial Services Election Agreement (each, a “Separate Client”); and

WHEREAS, each Client wishes to obtain custodial services from the Custodian under precisely the same terms and conditions as agreed to between the Original Client and the Custodian under the Custody Agreement;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows

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ADMINISTRATION AGREEMENT

This Agreement (“Agreement”) is made as of [•], 2026 by and between SLR SECURED SPECIALTY LENDING FUND, a Delaware statutory trust (the “Fund”), and SLR CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment fund that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

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

WHEREAS, the Fund’s investment adviser, SLR Secured Lending Partners, LLC (the “Adviser”), is the sole member of the Administrator; and

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

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Administrator hereby agree as follows:

1.	**Duties of the Administrator **

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INVESTMENT MANAGEMENT AGREEMENT

between

SLR SECURED SPECIALTY LENDING FUND

and

SLR SECURED LENDING PARTNERS, LLC

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This INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2026 between SLR SECURED LENDING PARTNERS, LLC, a limited liability company formed under the laws of the state of Delaware (the “Investment Adviser”), and SLR SECURED SPECIALTY LENDING FUND, a Delaware statutory trust (the “Fund”).

WHEREAS, the Fund intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Investment Adviser is an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Fund desires to engage the Investment Adviser to furnish investment advisory services to the Fund, and the Investment Adviser desires to furnish such services and serve as the investment adviser to the Fund, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of March 26, 2026, is entered into by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A.

Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of 5,338,078 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Purchase Agreement.

B.

To induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT(this “Agreement”) is dated as of March 26, 2026, by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit Aattached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares of Common Stock (the “Shares”); and

WHEREAS, contemporaneously with the sale of the Shares, the parties hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B, pursuant to which the Company will agree to provide certain registration rights in respect of the Shares under the Securities Act and applicable state securities laws.

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not jointly, agree as follows:

1.

Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

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GUARANTY

This GUARANTY, made effective as of August 5, 2026, is given by each of the undersigned entities set forth on the signature page hereto (all such entities together, “Guarantors”, and each individually, a “Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

A. Aether Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $1,620,000.00 (the “Note”).

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

C. Investor agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantors that they would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce Investor to purchase the Note and provide the financing contemplated therein, each Guarantor hereby agrees for the benefit of Investor as follows:

GUARANTY

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of August 5, 2026, is made by Aether Holdings, Inc., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

	A.	Debtor agreed to issue to Secured Party a Secured Promissory Note, as may be amended from time to time (the “Note”), pursuant to a certain Securities Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

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Note Purchase Agreement

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This Note Purchase Agreement (this “Agreement”), dated as of August 5, 2026, is entered into by and between Aether Holdings, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,620,000.00 (the “Note”).

C. This Agreement, the Note, the Security Agreement (as defined below), the IP Security Agreement (as defined below), the Guaranty (as defined below), and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Investor hereby agree as follows:

1. Purchase and Sale of Note.

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FORM OF RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT

THIS RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company”), Aether Compute LLC, a Delaware limited liability company (“Buyer”), Aether Holdings, Inc., a Delaware corporation (“Parent”), and [____________] (“Seller”). The Company, Buyer, Parent and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

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FORM OF*** EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT***

THIS EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company” or “Employer”), [FOUNDER NAME] (“Founder” or “Employee”), and, solely for purposes of Sections 6 through 24 and enforcement rights, Aether Compute LLC, a Delaware limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation (“Parent”). The Company, Buyer, Parent and their respective Affiliates are referred to collectively as the “Company Group.”

RECITALS

A. Founder is a founder, continuing equity holder and key employee of the Company.

B. On August 5, 2026, Founder entered into a stock purchase agreement by and among the Company, Buyer, Parent and the other parties thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Buyer is acquiring a 60% equity interest in the Company, with Parent providing the consideration (the “Transaction”). Founder is receiving substantial consideration in the Transaction in exchange for the sale of equity and goodwill, and not as compensation for services.

C. The Company desires to employ Founder, and Founder desires to be employed by the Company, on the terms set forth in this Agreement beginning as of the Closing under the Stock Purchase Agreement.

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