Browse EX-10 agreements

Execution Version

SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

dated as of September 10, 2026

among

HEALTHSTREAM, INC.,
as the Borrower,

THE SUBSIDIARY LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO

and

TRUIST BANK,
as the Administrative Agent, as the Issuing Bank, and as the Swingline Lender

TRUIST SECURITIES, INC.,
as Sole Lead Arranger and Sole Bookrunner

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SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 10, 2026 (the “Second Amendment Effective Date”), by and among HEALTHSTREAM, INC., a Tennessee corporation (the “Borrower”), the Subsidiary Loan Parties party hereto, the Lenders party hereto, and TRUIST BANK, in its capacities as the Administrative Agent, as the Issuing Bank, and as the Swingline Lender.

RECITALS:

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**AMENDMENT NO. 1 **

TO THE

TAX RECEIVABLE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Tax Receivable Agreement (the “Tax Receivable Agreement”), dated as of October 28, 2019, by and among The Baldwin Insurance Group, Inc. (formerly BRP Group, Inc.), a Delaware corporation (the “Company”), The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), a Delaware limited liability company (“OpCo LLC”) and each of the Members (as defined therein) party thereto is entered into as of September 14, 2026, by and among the undersigned parties hereto (collectively, the “Parties”).

RECITALS

WHEREAS, the Company, OpCo LLC and the Members are parties to the Tax Receivable Agreement;

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FORM OF VOTING, SUPPORT AND ROLLOVER AGREEMENT

This VOTING, SUPPORT AND ROLLOVER AGREEMENT (this “Agreement”), dated as of September 14, 2026, is by and among The Baldwin Insurance Group, Inc., a Delaware corporation (the “Company”), The Baldwin Insurance Group Holdings, LLC, a Delaware limited liability company (“OpCo LLC”), Square Acquisition Parent, Inc., a Delaware corporation (“Parent”), Square Acquisition Merger Sub I, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Company Merger Sub”), Square Acquisition Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of Parent (“LLC Merger Sub” and together with Company Merger Sub, “Merger Subs”), Square Acquisition Topco, LLC, a Delaware limited liability company that indirectly wholly owns Parent (“Topco”), and the undersigned stockholder (the “Stockholder,” together with the Company, Parent, Merger Sub and Topco, the “Parties,” and each individually, a “Party”).

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Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2026 by and between XBP Global Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature page hereto (including its respective successors and assigns and any affiliate or permitted transferee who is a subsequent holder of Registrable Securities (as defined below), the “Investors” and each an “Investor”).

WHEREAS, the Company and the Investors are parties to the Securities Purchase Agreement, dated as of September 11, 2026, between the Company and each of the Investors identified on the signature pages thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

The parties hereby agree as follows:

	1.	Certain Definitions.

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Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 11, 2026, by and between XBP Global Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its respective successors and assigns, the “Purchasers” and each a “Purchaser”).

WHEREAS, the Company and each Purchaser 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 (together with the rules and regulations thereunder, the “Securities Act”) and/or Rule 506 of Regulation D promulgated thereunder; and

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company, securities of the Company as more fully described in this Agreement.

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VERDE RESOURCES, INC.

2026 EQUITY INCENTIVE PLAN

1.	Purpose

The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

2.	Definitions

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ADDENDUM NO. 1 TO JOINT DEVELOPMENT AGREEMENT

This Addendum No. 1 (“Addendum”) is made and entered into effective as of October 8th, 2025 (“Effective Date of Addendum”) by and between:

Verde Resources, Inc. (“Verde” or “VRDR”), a corporation organized under the laws of Nevada, USA,

and

C-Twelve Pty Ltd. (“C-Twelve” or “C12”), a corporation organized under the laws of Western Australia.

Collectively referred to as the “Parties.”

1. Purpose

This Addendum modifies the Joint Development Agreement executed between the Parties on May 19, 2025 (the “Agreement”) to expand the Licensed Territory and define additional financial and performance obligations relating to such expansion.

2. Expansion of Licensed Territory

Clause 1.1 (Definitions)

Under the definition of ‘Territory’, the amended territories will include the United States of America (including all states, territories, and regions thereof), Mexico, and Canada.

3. Additional Consideration for Expanded Territory

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LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of the last date indicated on the signature page hereto and effective as of September 30, 2025 (the “Effective Date”) by and between Ergon Asphalt & Emulsions, Inc., a Mississippi corporation whose principal place of business is 2829 Lakeland Drive, Jackson, MS 39232 (“Ergon”), and Verde Renewables, Inc. (“Verde”), a Missouri corporation whose principal place of business is 8112 Maryland Ave., Suite 400, St. Louis, MO 63105 (Ergon together with Verde, the “Parties” or each, a “Party”).

Recitals

WHEREAS, Verde possesses knowledge and experience related to proprietary and innovative technologies for road construction applications, including Verde’s proprietary V24 Liquid Emulsifying Agent (“Verde V24”) (collectively, the “Verde Technologies”), and provides support services to companies desiring to use the Verde Technologies; and

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State of Missouri

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of the 20th day of April 2024, between Dr. Nam Tran, located at 2323 Tuscany Place, Auburn, Alabama 36830 (“Service Provider”) and Verde Resources Inc, located at 2 Cityplace Dr, Suite 200, St. Louis, MO 63141 (collectively “Client”). Each Service Provider and Client may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

**1. Services. **Service Provider agrees to take on the role of National Implementation Expert for Verde Renewables Inc, a wholly owned subsidiary of Verde Resources Inc, and Client agrees to procure the following services for the specific tasks described below:

Description of Services:

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State of Missouri

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of the 20th day of April 2024, between Dr. Raymond Powell, located at 4534 Alabama Hwy 51, Opelika, Alabama 36804 Service Provider”) and Verde Resources Inc, located at 2 Cityplace Dr, Suite 200, St. Louis, MO 63141 (collectively “Client”). Each Service Provider and Client may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

**1. Services. **Service Provider agrees to take on the role of National Implementation Expert for Verde Renewables Inc, a wholly owned subsidiary of Verde Resources Inc, and Client agrees to procure the following services for the specific tasks described below:

Description of Services:

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ADDENDUM TO SERVICE AGREEMENT

This Addendum (“Addendum”) is made and entered into as of the date of the last signature below and forms an integral part of the Service Agreement (“Agreement”) between the undersigned Client and the Service Provider or Employee (collectively, the “Parties”).

1. Adjustment of Share Issuance in the Event of a Reverse Stock Split

In the event the parent company, currently listed on the OTC Markets under the ticker symbol “VRDR,” undergoes a reverse stock split during the term of the Agreement, the number of shares to be issued to the Service Provider or Employee shall be automatically adjusted in accordance with the approved reverse split ratio. The Client shall notify the Service Provider or Employee in writing of any such corporate action and shall provide documentary evidence from the underwriter or other authorized party confirming the applicable ratio.

2. Value-Based Share Issuance

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ADDENDUM TO SERVICE AGREEMENT

This Addendum (“Addendum”) is made and entered into as of the date of the last signature below and forms an integral part of the Service Agreement (“Agreement”) between the undersigned Client and the Service Provider or Employee (collectively, the “Parties”).

1. Adjustment of Share Issuance in the Event of a Reverse Stock Split

In the event the parent company, currently listed on the OTC Markets under the ticker symbol “VRDR,” undergoes a reverse stock split during the term of the Agreement, the number of shares to be issued to the Service Provider or Employee shall be automatically adjusted in accordance with the approved reverse split ratio. The Client shall notify the Service Provider or Employee in writing of any such corporate action and shall provide documentary evidence from the underwriter or other authorized party confirming the applicable ratio.

2. Value-Based Share Issuance

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