Browse EX-10 agreements

Exhibit 10.5

INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between Crestone Strategic Capital Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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Crestone Strategic Capital Acquisition Corporation

211 East 43rd Street, FL 7-100

New York, NY 10017

May 15, 2026

Crestone Strategic Capital Acquisition Corporation

211 East 43rd Street, FL 7-100

New York, NY 10017

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of May 15, 2026 by and between Crestone Strategic Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”) and Crestone Strategic Capital Limited, a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,354,167 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 437,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of shares of the Company, do not fully exercise their over-allotment option (the “**Over-allotment

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THIS 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.

PROMISSORY NOTE

Principal Amount: US$50,000	Dated as of May 15, 2026

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THIS 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.

PROMISSORY NOTE

Principal Amount: US$50,000	Dated as of May 15, 2026

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 19, 2026, is by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”), and certain investors each executing this Agreement separately and whose name and investment details are set forth on the signature pages hereto (each a “Purchaser” and, collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) and/or Regulation S under the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder.

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CNL Strategic Residential Credit, Inc. 8-K/A

Exhibit 10.(1)

Date: as of May 22, 2026

CNL Strategic Residential Credit, Inc.

CNL Holdings, LLC 450 South Orange Avenue

Orlando, FL 32801 Attention: Tammy Tipton

Re: First Amendment to Loan and Security Agreement

Ladies and Gentlemen:

This amendment letter (the “Amendment”) is entered into by and among CNL Strategic Residential Credit, Inc., a Maryland corporation (“Borrower”) and CNL Holdings, LLC, a Delaware limited liability company (“Guarantor” together with Borrower, individually and collectively, as the context requires, but in each case jointly and severally, “Obligor” or “you”) and Valley National Bank (“Bank”, “we” or “us”). We refer to that certain Loan and Security Agreement by and between Borrower and Bank dated December 31, 2025 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Unless otherwise defined in this Amendment, capitalized terms are used as defined in the Loan Agreement.

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THIS DEED OF WAIVER is made on May 21, 2026 between the following parties:

(1)	KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC, a public limited company incorporated in England and Wales with registered number 15630565 and which has its registered office at 105 Piccadilly, Second Floor, London, England, W1J 7NJ (the “Company”); and

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(2)	BAKER BROS. ADVISORS LP (the “Adviser”), the investment adviser to the shareholders (each, a “Shareholder” and, together, the “Shareholders”) set forth in Annex A to this deed.

BACKGROUND

(A)	The authorised share capital of the Company comprises, inter alia, A Ordinary Shares, A1 Ordinary Shares, B Ordinary Shares and B1 Ordinary Shares (each as defined in the Articles, and together, the “Shares”).

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(B)	The Shareholders are, together, the registered holders of the Relevant Shares. Baker Brothers and 667, L.P. are affiliates.

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P R E - P A I D  P U R C H A S E  #3

May 20, 2026	U.S. $2,160,000.00

FOR VALUE RECEIVED, Future Fintech Group Inc., a Florida corporation (“Company”), promises to pay to Avondale capital, llc, a Utah limited liability company, or its successors or assigns (“Investor”), $2,160,000.00 and any interest, fees, charges, and late fees accrued hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8.00%) per annum simple interest from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, and shall be payable in accordance with the terms of this Pre-Paid Purchase #3 (this “Pre- Paid Purchase”), which is issued and made effective as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to

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Form of

OPCO LLC INTERESTS REDEMPTION AGREEMENT

THIS OPCO LLC INTERESTS REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May [●], 2026 by and among Forgent Power Solutions, Inc., a Delaware corporation (the “Company”), Forgent Power Solutions LLC (“Opco”) and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”).

BACKGROUND

A.

The Board of Directors of the Company (the “Board”) has determined to undertake an underwritten public offering (the “Public Offering”) of shares of Class A Common Stock of the Company, $0.00001 par value per share (the “Class A Common Stock”).

B.

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THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS.

LIQTECH INTERNATIONAL, INC. 9.09% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

$[    ]	May 22, 2026

Ballerup, Denmark

1.    Principal and Interest.

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EXECUTION VERSION

LIQTECH INTERNATIONAL, INC.

9.09% ORIGINAL ISSUE DISCOUNT NOTE PURCHASE AGREEMENT

This 9.09% ORIGINAL ISSUE DISCOUNT NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 22, 2026 (the “Effective Date”), by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule A attached hereto (collectively, the “Investors”).

WHEREAS, on the terms and conditions set forth herein, the Investors are willing to purchase from the Company, and the Company is willing to sell to the Investors, 9.09% original issue discount promissory notes ranking senior in right and priority of payment with all other indebtedness of Company (other than trade payables and Purchase Money Indebtedness (as defined herein)) in an aggregate principal amount of $1,100,000;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1. Purchase and Sale of Notes.

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT is made as of the 21st day of May 2026, by and between Callaway Golf Company, a Delaware corporation (the “Company”), and Mark D. Mandel (“Indemnitee”), a director of the Company.

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, although the Company currently has directors liability insurance, the coverage of such insurance is such that many claims which may be brought against Indemnitee may not be covered, or may not be fully covered, and the Company may be unable to maintain such insurance;

WHEREAS, the Company and the Indemnitee further recognize the substantial increase in corporate litigation subjecting directors to expensive litigation risks at the same time that liability insurance has been severely limited;

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