Browse EX-10 agreements

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

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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.

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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”);

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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

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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

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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

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Execution Version

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STOCK ACQUISITION AGREEMENT

by and among

PHOENIX ASIA HOLDINGS LIMITED, AS TRANSFEREE,

ACEA PHARMA, INC., AS THE COMPANY,

AND

ACEA THERAPEUTICS, INC., AS THE TRANSFEROR

Dated as of May 4, 2026

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TABLE OF CONTENTS

Page

Article I ACQUISITION AND SALE OF THE COMPANY SHARES	1
Section 1.1 Acquisition and Sale	1
Section 1.2 Closing	1
Article II CONSIDERATION AND MANNER OF PAYMENT	2
Section 2.1 Payments at Closing	2
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
Section 3.1 Organization and Qualification	2
Section 3.2 Authorization; Enforceability	3
Section 3.3 Capitalization	3
Section 3.4 Options	3
Section 3.5 No Violation	4
Section 3.6 Consents	4
Section 3.7 Absence of Certain Changes	4
Section 3.8 Taxes	4
Section 3.9 Material Contracts	6

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COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of January 29, 2026, by and between Quantum Scan Holdings, Inc., a Delaware corporation (the “Company”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”).

The parties hereby agree as follows:

1. Purchase and Sale of Common Stock.

1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to Purchaser, at the Closing, 193,021,436 shares of Common Stock of the Company (the “Common Stock”), at a purchase price per share of $0.14247 per share and an aggregate purchase price of $27,499,763.99. The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”

1.2 Closing; Delivery.

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1-5 May 17, 2026 Personal and Confidential Robert Alex Walsh 5212 Iron River Ct, Las Vegas, Nevada 89135, United States Re: Offer Letter Dear Robert Alex Walsh: I am very pleased to provide you with a summary of the terms and conditions of your 1. Position. Your initial position will be Chief Financial Officer and you will work at our Las Vegas CEO, Andrew Paradise. As you progress with the Company, your position and assignments may be subject to change. We are a dynamic organization with ever-changing needs, and we will work over the course of your employment to determine where your talents and abilities can be best utilized. As a Skillz employee, we expect that you will devote your full working time to the performance of your duties to the Company. Skillz expects you to perform any and all duties and responsibilities normally associated with your position in a satisfactory manner and to the best of your abilities at all times. 2. Start Date/At-Will Nature of Relationship. If you accept this offer, your employment with the Company will begin July 13, 2026 The Commencement Date may b

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Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) is dated as of May 18, 2026, and entered into by and among EVERTEC, INC., a Puerto Rico corporation (“Parent”), EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Borrower”), the other Loan Parties (as defined in the Existing Credit Agreement (as defined below)), the 2026 Incremental Term B Lenders (as defined below), TRUIST BANK, as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”), and is made with reference to that certain Credit Agreement, dated as of December 1, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of October 30, 2023, as amended by that certain Second Amendment to Credit Agreement, dated as of May 16, 2024, as amended by that Third Amendment to Credit Agreement, dated as of November 26, 2024, as amended by that certain Fourth Amendment to Credit Agreement, dated as of August 12, 2025, as amended by that certain Fifth Amendment to Credit Agreement, dated as of

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

Brainstorm Cell Therapeutics Inc.

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Warrant Shares: 252,631	​ ​ Issue Date	​ ​, 2026

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May ___, 2026 between Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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