Browse EX-10 agreements

Exhibit 10.6

CONSULTING AGREEMENT

This Consulting Agreement (the (“Agreement”), dated as of April 17, 2025 (the “Effective Date”), is by and between VisitIQ Corp. (the “Company”) and Arena Investors, LP (“Consultant”), and affiliates, acting in its capacity as Investment Manager, on behalf of clients, affiliates and managed accounts (collectively, the “Funds”) (each of the Company and Consultant, referred to as a “Party” and collectively, the “Parties”).

WHEREAS, the Company wishes to engage the services of Consultant to provide advice to the Company with, and not limited to, the business development of the Company; and

WHEREAS, the Company desires to formalize its agreement with Consultant, to retain the services of Consultant to perform services in accordance with the following terms and conditions, and to compensate the Consultant for services provided prior to the date hereof.

NOW THEREFORE, in consideration of the covenants and conditions set forth herein, the Parties, intending to be legally bound, hereby agree as follows:

…

Exhibit 10.5

FIRST AMENDMENT TO SECURITY AGREEMENT

This FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is dated effective as of the April 17, 2025 (the “Amendment Effective Date”), by VisitIQ Corp. a Nevada corporation (formerly known as Capstone Technologies Group, Inc., “VisitIQ Corp.”), VisitIQ, LLC, a Delaware limited liability company (“VisitIQ LLC”, and together with VisitIQ Corp., each a “Borrower” and collectively, the “Borrowers”), each Subsidiary of VisitIQ Corp. party hereto from time to time, (such Subsidiaries, together with the Borrowers, each a “Grantor” and collectively, the “Grantors”) in favor of Arena Investors, LP, in its capacity as collateral agent and investor representative on behalf of the Investors (as defined in the Note Purchase Agreements referred to below) (in such capacity, together with its successors and assigns in such capacity, the “Investor Representative”).

RECITALS

…

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 13th day of March 2025 (the “Effective Date”), is made by and between VisitIQ Corp. (the “Company”) and Vernon Hanzlik (the “Executive”), and shall govern the employment relationship between Executive and the Company from and after the Effective Date, except as otherwise set forth in Sections 6(a) – 6(d) in connection with the covenants therein.

WHEREAS, the Company desires to continue to employ Executive pursuant to the terms and conditions set forth in this Agreement, and Executive is willing and able to render such services and desires to do so on the terms and conditions hereinafter set forth herein.

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1.	Retention and Duties.

…

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”), dated as of November 15, 2024 (the “Effective Date”), is by and among Capstone Technologies Group, Inc., a Nevada corporation (the “Company”), and each holder of the Capstone Interests (as defined below) listed on the Schedule of Interest Holders set forth on Schedule A hereto (each a “Interest Holder” and together, the “Interest Holders”). The Company and the Interest Holders are collectively referred to herein as the “Parties” and each is a “Party.”

RECITALS

WHEREAS, the Company has outstanding convertible notes issued to the Interest Holders in the aggregate amounts set forth on Schedule A opposite such Interest Holders name (the “Notes”);

WHEREAS, the Company has outstanding warrants issued to the Interest Holders in the aggregate amounts set forth on Schedule A opposite such Interest Holders name (the “Warrants”);

…

SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of November 15, 2024, is by and among Capstone Technologies Group, Inc., a Nevada corporation (the “Corporation”), the Arena Investor (as defined herein) and the Other Shareholders (as defined herein).

**WHEREAS,**each Shareholder (as defined herein) owns, as of the date hereof, that number of Shares (as defined herein) set forth opposite such Shareholder’s name on Annex I attached hereto or Annex II attached hereto, as applicable;

**WHEREAS,**the Corporation and the Arena Investor are parties to a certain Note Purchase Agreement dated as of October 24, 2024 (the “Note Purchase Agreement”), pursuant to which, among other things, the Corporation issued to the Arena Investor the Notes (as defined in the Note Purchase Agreement) (the “Convertible Notes”);

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

…

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is entered into as of October 24, 2024, by CAPSTONE TECHNOLOGIES GROUP, INC. a Nevada corporation (“Capstone”), VISITIQ, LLC, a Delaware limited liability company (“Visit”, and together with Capstone, each a “Borrower” and collectively, the “Borrowers”), each Subsidiary of Capstone party hereto from time to time, (such Subsidiaries, together with the Borrowers, each a “Grantor” and collectively, the “Grantors”) in favor of Arena Investors, LP, in its capacity as collateral agent and investor representative on behalf of the Investors (as defined in the Note Purchase Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, the “Investor Representative”).

RECITALS

…

DYNATRACE, INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Amended and Restated Non-Employee Director Compensation Policy (this “Policy”) of Dynatrace, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:

I.Cash Retainers

(a)Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of the Board of Directors. No additional compensation for attending individual Board meetings.

(b)Annual Retainer for Board Chairperson: $80,000

(c)Additional Annual Retainers for Committee Membership:

Audit Committee Chairperson: $25,000

Audit Committee member: $12,500

Compensation Committee Chairperson: $20,000

…

E.L.F. BEAUTY, INC.

EQUITY AWARD RETIREMENT AND DEATH POLICY

1.Purpose. The purpose of this e.l.f. Beauty, Inc. (“Company”) Equity Award Retirement Policy (this “Policy”) is to provide for the vesting of (a) restricted stock units (“RSUs”) and performance stock units (including RSUs that vest in whole or in part upon achievement of performance goals) (“PSUs”) held by Retirement Eligible Employees (as defined below) in connection with their qualifying retirement from the Company and (b) RSUs and PSUs held by Employees in connection with their Termination of Service due to death, in each case, notwithstanding anything to the contrary in the e.l.f. Beauty 2016 Equity Incentive Award Plan, as may be amended (together with any successor plan, the “Plan”) or any applicable agreement evidencing RSUs or PSUs (each, an “Award Agreement”). This Policy was adopted effective as of June 1, 2024 (the “Effective Date”) and subsequently amended, effective on June 1, 2025.

…

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL, IS THE TYPE THAT HAEMONETICS CORPORATION TREATS AS CONFIDENTIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE MARKED [***].

Dated this 8th day of January 2026

QUALPROP LIMITED

(the “Landlord”)

M. & M. QUALTECH LIMITED

(MMQ”)

VIVASURE MEDICAL LIMITED

(the “Tenant”)

BUSINESS LETTING AGREEMENT

MG Ryan Kieran Murphy LLP Solicitors,

Abbeygate House,

34/36 Upper Abbeygate Street, Galway

---

MEMORANDUM OF AGREEMENT made the 8th day of January, 2026

BETWEEN

1.     QUALPROP LIMITED having its registered office at Parkmore Industrial Estate, Galway and the expression the “Landlord” shall where the context so admits or requires include its successors and assigns; and

2.    M. & M. QUALTECH LIMITED having its registered office at Parkmore Industrial Estate, Galway and the expression “MMQ” shall where the context so admits or requires include its’ successors and assigns; and

…

​

​

Exhibit 10.302

EXECUTION DRAFT

​

PROMISSORY****NOTE

$500,000.00December 16 , 2025

*FORVALUERECEIVED,*the undersigned, LODGING*FUND REITIII*OP,****LP,**a

Delaware limited partnership ("Maker"), having an address at 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103, HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of *ARCADEFARGO*LLC,**a Delaware limited liability company (together with its successors and assigns, "Holder"), having an address at c/o Arcade Capital LLC, 477 Madison Avenue, 6th Floor, New York, New York 10022, the aggregate principal amount of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Principal Amount"), together with accrued interest (at the applicable rate) thereon, as the same shall become due and payable in accordance with the terms hereof.

1.Definitions. For purposes of this Promissory Note (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Note"), the following terms have the meanings set forth below:

…