Browse EX-10 agreements

THIRD AMENDMENT TO LEASE

This THIRD AMENDMENT TO LEASE (this “Amendment”) is executed as of the Amendment Effective Date (as defined below), between FIVF-III-NC1 LLC, a Delaware limited liability company (“Landlord”), and cbdMD, Inc., a North Carolina corporation (“Tenant”).

RECITALS:

WHEREAS, Landlord and Tenant are parties to that certain Lease dated August 27, 2019 for approximately 80,000 square feet of space located at 2101 Westinghouse Boulevard, Suite A, Charlotte, North Carolina 28273 as more fully described in the Lease (“Existing Premises”), as amended by that certain First Amendment to Lease Agreement dated April 28, 2020, and that certain Second Amendment to Lease Agreement dated November 26, 2024 (as amended and assigned, the "Lease");

WHEREAS, Tenant desires to relinquish and vacate a portion of the Existing Premises comprised of 40,000 rentable square feet of space depicted on Exhibit “A” attached hereto and incorporated herein (“Relinquished Premises”);

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NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT

THIS NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is made as of March 26, 2026 (the “Effective Date”), by and among

VERNON HANZLIK (the “Key Person(s)”),

VISITIQ CORP., a Nevada corporation

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

and

VISITIQ, LLC, a Delaware limited liability company

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401 (collectively with VISITIQ CORP., the “Company”),

and

DECATHLON ALPHA V, L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (the “Lender”).

Background

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SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of March 26, 2026, among:

VISITIQ, LLC, a Delaware limited liability company

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

VISITIQ CORP., a Nevada corporation

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401 (collectively, the “Debtors”);

DECATHLON, ALPHA V L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (the “Senior Creditor”);

and

ARENA INVESTORS, LP, a Delaware limited partnership

2500 Westchester Avenue

Suite 401

Purchase, NY 10577 (the “Subordinating Creditor”).

BACKGROUND

The Senior Creditor intends to make certain credit available to debtor VisitIQ, LLC pursuant to a Revenue Loan and Security Agreement of even date herewith (the “Senior Credit Agreement”), between Debtors and the Senior Creditor, which obligations thereunder will be guaranteed by debtor VisitIQ Corp.

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Exhibit 10.13

Execution Version

REVENUE LOAN AND SECURITY AGREEMENT

THIS REVENUE LOAN AND SECURITY AGREEMENT (as amended from time to time, this “Agreement”) is made as of March 26, 2026 (the “Effective Date”), by and among:

VISITIQ CORP., a Nevada corporation

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

and

VISITIQ, LLC, a Delaware limited liability company

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401 (each a “Company Entity” and together, the “Company”),

VERNON HANZLIK (the “Key Person(s)”),

and

DECATHLON ALPHA V, L.P., a Delaware limited partnership, 1441 West Ute Boulevard, Suite 240 Park City, UT 84098 (“Lender”).

BACKGROUND

Company wishes to borrow from Lender and Lender wishes to lend to Company an amount up to the Revenue Loan Amount (as defined below) on the terms and conditions of this Agreement. In connection with and as a material inducement to Lender to lend the Revenue Loan Amount to Company, Company desires to make certain representations and warranties to Lender.

AGREEMENT

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SUBSCRIPTION AGREEMENT FOR

VISITIQ CORP.

[●], 2025

VisitIQ Corp.

729 N Washington Avenue, Suite 600

Minneapolis, MN 55401

Ladies and Gentlemen:

Subscription. The undersigned (the “Purchaser”) will purchase the number of shares (the “Securities”) of Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Convertible Preferred Stock”) of VisitIQ Corp., a Nevada corporation (the “Company”) set forth on the signature page to this agreement (the “Subscription Agreement”). The Securities are being offered (the “Offering”) by the Company pursuant to this Subscription Agreement dated hereof, as may be amended and/or supplemented from time to time. The Securities will be sold at the closing of the Offering (the “Closing”), at any time prior to the Termination Date (defined hereafter). The subscription for the Securities will be made in accordance with and subject to the terms and conditions of this Subscription Agreement and the other Transaction Documents (as defined below).

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NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” ), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH 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 UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. INVESTORS SHOULD BE AWARE THAT THEY MAYBE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUERS OF THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUERS TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

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Exhibit 10.10

EXECUTION COPY

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT, dated as of November 10, 2025, by and among 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”), Arena Investors, LP, a Delaware limited partnership (the “Lead Investor”), and the other persons party to this agreement as Investors (together with the Lead Investor and each of their respective successors and permitted assigns, each referred to as an “Investor” and together as the “Investors”) and Arena Investors, LP, a Delaware limited partnership, in its capacity as collateral agent and investor representative for the Investors (in such capacity, together with its successors and assigns in such capacity, the “Investor Representative”).

STATEMENT OF PURPOSE:

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NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH 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 UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUERS OF THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUERS TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT, dated as of April 17, 2025, by and among 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”), Arena Investors, LP, a Delaware limited partnership (the “Lead Investor”), and the other persons party to this agreement as Investors (together with the Lead Investor and each of their respective successors and permitted assigns, each referred to as an “Investor” and together as the “Investors”) and Arena Investors, LP, a Delaware limited partnership, in its capacity as collateral agent and investor representative for the Investors (in such capacity, together with its successors and assigns in such capacity, the “Investor Representative”).

STATEMENT OF PURPOSE:

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VISITIQ CORP.

2025 INCENTIVE AWARD PLAN

Effective as of March 1, 2025

Establishment of the Plan; Effective Date; Duration.

(a) Establishment of the Plan; Effective Date. VisitIQ Corp., a Nevada corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “VisitIQ Corp. 2025 Incentive Award Plan,” as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The Plan shall become effective on the Effective Date. The Plan shall remain in effect as provided in Section 1(b) of the Plan. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the Plan.

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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:

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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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