Browse EX-10 agreements

SECOND AMENDED AND RESTATED TALOS ENERGY INC.

2021 LONG TERM INCENTIVE PLAN

1. Purpose. The purpose of the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (as amended from time to time, the “Plan”) is to provide a means through which (a) Talos Energy Inc., a Delaware corporation (together with any successor thereto, the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equ

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Merrill Document Readback

Exhibit 10.1

ulta beauty, Inc.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

Purpose

The Plan’s purpose is to enhance the Company’s ability to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

Administration and Delegation

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EXECUTION VERSION

NON-REDEMPTION AGREEMENT

 

This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 5, 2026 by and among (i) Live Oak Acquisition Corp. V, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), (ii) Live Oak Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the undersigned shareholder of SPAC set forth on the signature page hereto (“Shareholder”). SPAC, the Sponsor and Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

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Cryoport, Inc. 2018 Omnibus Equity Incentive Plan

 

(as amended by the First Amendment (effective February 25, 2021), the Second Amendment (effective April 30, 2021), the Third Amendment (effective May 17, 2024), and the Fourth Amendment (effective June 5, 2026))

 

ARTICLE 1 ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, EXPIRATION DATE

 

1.1          Establishment; Impact on Prior Plans. Cryoport, Inc. (the “Company”) hereby establishes the “Cryoport, Inc. 2018 Omnibus Equity Incentive Plan” (the “Plan”). The Plan will supersede and replace the Cryoport, Inc. 2015 Omnibus Equity Incentive Plan (the “2015 Plan”) and all other Prior Plans (as defined below). The 2015 Plan and all other Prior Plans will remain in effect until all awards granted under the 2015 Plan and such Prior Plans have been exercised, forfeited, cancelled, or have otherwise expired or terminated in accordance with the terms of such awards. No awards will be made pursuant the 2015 Plan or any other Prior Plan on or after the Effective Date (as defined below).

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FUSEMACHINES INC.

2025 OMNIBUS EQUITY INCENTIVE PLAN

(As amended, April 24, 2026)

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

PAGE

Article 1.

Effective Date, Objectives and Duration

 

1

1.1

Effective Date of the Plan

 

1

1.2

Objectives of the Plan

 

1

1.3

Duration of the Plan

 

1

 

 

 

 

Article 2.

Definitions

 

1

2.1

“Affiliate”

 

1

2.2

“Award”

 

1

2.3

“Award Agreement”

 

2

2.4

“Board”

 

2

2.5

“Bonus Shares”

 

2

2.6

“Cause”

 

2

2.7

“CEO”

 

2

2.8

“Change in Control”

 

2

2.9

“Code”

 

3

2.10

“Committee” or “Incentive Plan Committee”

 

3

2.11

“Compensation Committee”

 

3

2.12

“Common Stock”

 

3

2.13

“Corporate Transaction”

 

3

2.14

“Deferred Stock”

 

3

2.15

“Disability” or “Disabled”

 

3

2.16

“Dividend Equivalent”

 

3

2.17

“Effective Date”

 

3

2.18

“Eligible Person”

 

4

2.19

“Exchange Act”

 

4

2.20

“Exercise Price”

 

4

2.21

“Fair Market Value”

 

4

2.22

“Grant Date”

 

4

2.23

“Grantee”

 

4

2.24

“Incentive Stock Option”

 

4

2.25

“Including” or “includes”

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STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 8, 2026 by and among HWH International Inc., a Nevada corporation (the “Seller”), and Alset Inc., a Texas corporation (the “Buyer”).

 

RECITALS

 

WHEREAS, Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”)as promulgated under the Securities Act;

 

WHEREAS, the Seller wishes to sell 250,000 shares (the “HWH Shares”) of its common stock, par value $0.0001 per share (“HWH Common Stock”), at a purchase price equal to $2.00 per share (the “HWH Common Stock”), upon the terms and conditions set forth in this Agreement.

 

WHEREAS, the Buyer wishes to purchase the HWH Shares upon the terms and conditions set forth in this Agreement.

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated and effective June 8, 2026 (the “Effective Date”), is made between HWH International Inc., a company incorporated under the laws of the State of Nevada, having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Company”) and Smart Dynamics Technology Limited a company incorporated in the British Virgin Islands (BVI Company Number: 2182290), with its registered address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 (the “Purchaser”) shall amend the terms and conditions of that certain Securities Purchase Agreement entered into by the Company and the Purchaser on May 27, 2026 (the “Agreement”). The Company and the Purchaser may also be individually known herein as a “Party”, and collectively be known herein as the “Parties”.

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EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 8, 2026, by and among Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, common shares (the “Shares”) of the Company, no par value (the “Common Shares”); and

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EXHIBIT 10.2

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2026, is entered into by and among Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented and/or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

 

A.

Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of 2,142,857 common shares (the “Shares”) of the Company, no par value (the “Common Shares”), pursuant to the Purchase Agreement.

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MODIFICATION TO EMPLOYMENT AGREEMENT

 

This Modification to Employment Agreement (“Modification”), effective as of May 11, 2026 (the “Modification Date”), is made and entered into by and between FG Nexus Inc. (the “Company”) and Jose Vargas (“Executive,” together with the Company, the “Parties” and, each, a “Party”).

 

WHEREAS, Executive is currently employed by the Company pursuant to a certain Employment Agreement between the Parties made and entered into as of August 4, 2025 (the “Employment Agreement”); and

 

WHEREAS, the Parties desire to reduce the amount of Executive’s Base Salary (as defined in the Employment Agreement);

 

NOW, THEREFORE, on the basis of the foregoing premises and in consideration of their mutual covenants and agreements contained herein and in the Employment Agreement, the Parties agree as follows:

 

 

(c)

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Employment Agreement.

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MODIFICATION TO EMPLOYMENT AGREEMENT

 

This Modification to Employment Agreement (“Modification”), effective as of May 11, 2026 (the “Modification Date”), is made and entered into by and between FG Nexus Inc. (the “Company”) and Theodore Rosenthal (“Executive,” together with the Company, the “Parties” and, each, a “Party”).

 

WHEREAS, Executive is currently employed by the Company pursuant to a certain Employment Agreement between the Parties made and entered into as of August 4, 2025 (the “Employment Agreement”); and

 

WHEREAS, the Parties desire to reduce the amount of Executive’s Base Salary (as defined in the Employment Agreement);

 

NOW, THEREFORE, on the basis of the foregoing premises and in consideration of their mutual covenants and agreements contained herein and in the Employment Agreement, the Parties agree as follows:

 

 

(f)

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Employment Agreement.

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STRICTLY CONFIDENTIAL

FINAL FORM

 

FORM OF LOCK-UP AGREEMENT

 

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder”, collectively, the “Holders”) and Robseek Inc., a Cayman Islands exempted company (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties”.

 

WHEREAS, the Purchaser has entered into the agreement and plan of merger, dated as of [●] (the “Merger Agreement”), with QuasarEdge Acquisition Corporation, a Cayman Islands exempted company, Robseek Intelligence Inc., a Cayman Islands exempted company (the “Company”), QRED Merger Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (“Merger Sub”), and certain other persons and entities signatory thereto; and

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