Browse EX-10 agreements

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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Exhibit 10.1

 

MASTER MANAGEMENT AGREEMENT

 

This Master Management Agreement (the “Agreement”) is dated on June 5, 2026 and is entered into by and between:

 

(1)

Icon Energy Corp. a corporation duly organized and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Icon”);

 

(2)

Pavimar Shipping Co. a company duly organized and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 and having established a branch office in Greece pursuant to the provisions of art. 25 of Law 27/1975 (formerly law 89/1967) at 17th km National Road Athens-Lamia & Foinikos street, 14564, Nea Kifisia, Athens, Greece  (the “Manager”); and

 

(3)

The entities listed in Schedule A hereto, as such Schedule A may be supplemented and/or amended from time to time (the “Managed Entities”)

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FORM OF PROMISSORY NOTE

 

$[●]

New York, New York

[Closing Date]

 

FOR VALUE RECEIVED, [●], a [●] / individual resident of [●] (“Maker”), hereby irrevocably and unconditionally promises to pay to GMEX Robotics Corporation, a British Virgin Islands company, or its successors or assigns (“Payee”), the principal amount of $[●] (the “Principal Amount”), representing the unpaid Subscription Amount payable by Maker pursuant to that certain Securities Purchase Agreement, dated as of June 8, 2026, by and among Payee and the purchasers party thereto, including Maker (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

 

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026, by and between GMEX Robotics Corporation, a British Virgin Island company (the “Company”), and the purchasers identified as signatories hereto (the “Purchasers”). The Company and the Purchasers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Company desires to issue and sell to each Purchaser, and each Purchaser desires to purchase from the Company, for the aggregate purchase price set forth next on the signature page hereto (the “Subscription Amount”), (i) the number of shares (the “Shares”) of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) set forth on such signature page, at a purchase price of $1.0692 per Share, and (ii) private warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to purchase an aggregate of number Class A Ordinary Shares set forth on such signature page (the “Warrant Shares” and collectively with the Shares a

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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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Execution Version

 

SHAREHOLDER SUPPORT AGREEMENT

 

THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of June 9, 2026 (the “Agreement”), by and among QuasarEdge Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), and the signatory party herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of Robseek Intelligence Inc., a Cayman Islands exempted company (the “Company”).

 

W I T N E S S E T H:

 

A.

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STRICTLY CONFIDENTIAL

 

Execution Version

 

SPONSOR SUPPORT AGREEMENT

 

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2026, by and among Robseek Inc., a Cayman Islands exempted company (the “Purchaser”), Robseek Intelligence Inc., a Cayman Islands exempted company (the “Company”), Aspira Capital Consulting LTD, a business company incorporated under the Laws of British Virgin Islands (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).

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STRICTLY CONFIDENTIAL	FINAL FORM

 

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of [__], 2026, is made and entered into by and among QuasarEdge Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Parent”), Robseek Intelligence Inc., a Cayman Islands exempted company (the “Robseek Group” or the “Company”), Purchaser (as defined below) and each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.6 of this Agreement (together with the Pre-IPO Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.6 of this Agreement, a “New Holder” and

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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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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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