0001753926-26-000917 Sample Contracts
ContractConvertible Note • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Nevada
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.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Nevada
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”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Nevada
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”).
SHAREHOLDERS’ AGREEMENTShareholders Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Delaware
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).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software
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”).
SUBORDINATION AGREEMENTSubordination Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Delaware
The Subordinating Creditor is the Investor Representative under (i) that certain Note Purchase Agreement dated April 17, 2025 by and among the Debtors, Arena Investors, LP, as Lead Investor and Investor Representative, and the other Investors thereto; and (ii) that certain Note Purchase Agreement dated November 10, 2025 by and among the Debtors, Arena Investors, LP, as Lead Investor and Investor Representative, and the other Investors thereto (collectively, the “NPAs”).
CONSULTING AGREEMENTConsulting Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Nevada
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”).
SUBSCRIPTION AGREEMENT FOR VISITIQ CORP.Subscription Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • New York
SECURITY AGREEMENTSecurity Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • New York
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • Minnesota
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.
NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENTNon-Solicitation and Confidential Information Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software
THIS NON-SOLICITATION AND CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”) is made as of March 26, 2026 (the “Effective Date”), by and among
REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software
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:
EXCHANGE AGREEMENTExchange Agreement • May 20th, 2026 • VisitIQ Corp. • Services-prepackaged software • New York
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.”