0001493152-26-034038 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of July 15, 2026 by and among STARCO BRANDS, INC., STARCO Manufacturing, LLC, custom foods, LLC and CUSTOM FOODS HOLDINGS, LLC
Membership Interest Purchase Agreement • July 21st, 2026 • Starco Brands, Inc. • Services-advertising agencies • Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated as of July 15, 2026 (the “Effective Date”), is entered into by and among Starco Brands, Inc., a Nevada corporation (“Parent”), Starco Manufacturing, LLC, a Nevada limited liability company (“Acquiror”), Custom Foods, LLC, a Delaware limited liability company (the “Company”), and Custom Foods Holdings, LLC, a Delaware limited liability company (“Seller”) as the sole member of the Company. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

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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...
Subordination Agreement • July 21st, 2026 • Starco Brands, Inc. • Services-advertising agencies • Nevada

THIS NOTE IS SUBJECT TO THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JULY 15, 2026, among PASADENA PRIVATE LENDING INC., a Delaware corporation, HOLDER (AS DEFINED BELOW), STARCO BRANDS, INC., A NEVADA CORPORATION, THE STARCO GROUP, INC., A WYOMING CORPORATION AND ROSS SKLAR. BY ITS ACCEPTANCE OF THIS INSTRUMENT, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT junior lender (AS DEFINED THEREIN) IS BOUND.

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LOAN AGREEMENT ($11,000,000 Term Loan, $4,000,000 Accordion, and $3,000,000 Line of Credit)
Loan Agreement • July 21st, 2026 • Starco Brands, Inc. • Services-advertising agencies • California

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, each individually, a “Borrower”), ROSS SKLAR, a

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SUBORDINATION AGREEMENT
Subordination Agreement • July 21st, 2026 • Starco Brands, Inc. • Services-advertising agencies • California

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).

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