Browse EX-10 agreements

**THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. **

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THE ISSUE PRICE OF THIS NOTE IS $124,200.00

THE ORIGINAL ISSUE DISCOUNT IS $16,200.00

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**Principal Amount: $124,200.00 **		Issue Date: July 6, 2026
Purchase Price: $108,000.00

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PROMISSORY NOTE

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Exhibit 10.10

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THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $350,000	Dated as of June 30, 2026

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Non-Employee Director Compensation(1)

					Current
Committee Chair
Audit and Risk Committee					$40,000
Compensation, Talent and Culture Committee					$30,000
Strategy and Finance Committee					$30,000
Governance and Corporate Responsibility Committee					$30,000
Technology and Data Committee					$30,000
Committee Member
Audit and Risk Committee					$15,000

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20[●]AWARD AGREEMENT
FOR RESTRICTED STOCK UNITS
FOR NON-EMPLOYEE DIRECTORS
UNDER THE MSCI INC. 2025 OMNIBUS INCENTIVE PLAN

MSCI Inc. (“MSCI,” together with its subsidiaries, the “Company”) hereby grants to you Restricted Stock Units (“RSUs”) as described below. This Award is being granted under the MSCI Inc. 2025 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Participant:					[●]
Number of RSUs Granted:					[●]
Grant Date:					[●]
Vesting Schedule:					[●]

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EXECUTION VERSION

OMNIBUS JOINDER TO LOAN DOCUMENTS

This OMNIBUS JOINDER TO LOAN DOCUMENTS (this “Joinder”), dated as of July 17, 2026, is entered into by and among ASCENT INDUSTRIES CO., a Delaware corporation (“Ascent” or “Borrower Agent”), ASCENT CHEMICALS FOUNTAIN INN, LLC (f/k/a CRI Tolling, LLC), a South Carolina limited liability company (“CRI”), ASCENT CHEMICALS CLEVELAND, LLC (f/k/a Manufacturers Soap & Chemical Company), a Tennessee limited liability company (“Manufacturers Soap”), SYNALLOY METALS, INC., a Tennessee corporation (“Synalloy Metals”), PALMER OF TEXAS TANKS, LLC, a Texas limited liability company (“Palmer of Texas”), ASCENT CHEMICALS DANVILLE, INC. (f/k/a Danchem Technologies, Inc.), a Delaware corporation (“DanChem”), ASCENT CHEMICALS LLC, a Delaware limited liability company (“Ascent Chemicals” and together with Ascent, CRI, Manufacturers Soap, Synalloy Metals, Palmer of Texas and DanChem, the “ExistingBorrowers”), ASCENT CHEMICALS – MGS, LLC, an Illinois limited liability company (“Ascent MGS”, and together with the Existing Borrowers, the “Borrowers”), th

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Execution Version

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) is made as of July 15, 2026, by and among Starco Brands, Inc., a Nevada corporation (“Starco”), THE STARCO GROUP, INC., a Wyoming corporation (“Starco Group”), ROSS SKLAR, an individual residing in the State of California (“Individual Guarantor”, and together with Starco Group, collectively, jointly and severally, “Junior Lender”), and PASADENA PRIVATE LENDING INC., a Delaware corporation (“Senior Lender”). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in the Loan Agreement (as defined below).

Recitals

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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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Execution Version

$1,430,000,000 Delayed Draw Term Loan Facility and $200,000,000 Revolving Credit Facility

CREDIT AGREEMENT

Dated as of April 30, 2026

Among

3M COMPANY
as Company,

FIRE SAFETY PLATFORM HOLDCO, INC.,

as Borrower

MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent,

CITIBANK, N.A. and U.S. BANK NATIONAL ASSOCIATION
as Co-Syndication Agents

and

THE BANKS NAMED HEREIN,
as Banks

MORGAN STANLEY SENIOR FUNDING, INC.,
as Sole Lead Arranger and Sole Bookrunner

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Table of Contents

Page

1.    DEFINITIONS.    1

1.1    Generally.    1

1.2    Times    21

1.3    Interest Rates; Benchmark Notification    21

1.4.    Divisions    21

1.5    GAAP    22

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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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**PRIVATE PLACEMENT UNITS AND FOUNDERS SHARES SUBSCRIPTION AGREEMENT **

This Private Placement Units and Founders Shares Subscription Agreement (this “Agreement”) is made as of this [●] day of July, 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bet on America II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the purchasers named on Exhibit A** hereto (the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 20,000 units (the “Private Placement Units”) of the Company (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class****** A** Ordinary Shares”) and one right (the “Rights”) to receive one of a Class A Ordinary Share (the “Rights Shares”) upon consummation of the initial Business Combination (as defined below) for an aggregate purchase price of $200,000;

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[•], 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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