Browse EX-10 agreements

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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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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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	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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CHENIERE ENERGY PARTNERS, L.P.

$1,000,000,000 5.350% Senior Notes due 2036

$750,000,000 6.050% Senior Notes due 2056

REGISTRATION RIGHTS AGREEMENT

June 9, 2026

BofA Securities, Inc.

As representative of the Purchasers

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to BofA Securities, Inc. and the initial purchasers named in Schedule A attached hereto (collectively, the “Purchasers”), for whom BofA Securities, Inc., is acting as representative, upon the terms set forth in a purchase agreement dated May 26, 2026 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and the Purchasers, (a)

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Document

EXHIBIT 10.2

RESTRICTED STOCK UNITS AGREEMENT

(LTI Awards to Officers – Performance-Based RSUs [ROIC])

This Restricted Stock Units Agreement (this “Agreement”) is made and entered into on [●] (the “Grant Date”), pursuant to the Casey’s General Stores, Inc. 2025 Stock Incentive Plan (the “Plan”). The Compensation and Human Capital Committee (the “Committee”) has selected the party below (such party, the “Participant”) to receive the award described herein (the “Award”) of Performance-Based Restricted Stock Units, each of which represents the right to receive on the applicable settlement date (each a “Settlement Date”) one (1) share of the Common Stock, no par value (“Stock”) of Casey’s General Stores, Inc., an Iowa corporation (the “Company”), on the terms and conditions set forth below to which Participant accepts and agrees:

1.Award Granted. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the target number of Performance-Based Restricted Stock Units as specified below (the “Units”).

Participant:                [●]

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