Browse EX-10 agreements

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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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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Exhibit 10.4

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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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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State of Missouri

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SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of March 1st 2026 (the “Effective Date”), by and between Michelle Yanez, located at 5302 Sutteridge Ct. Durham, NC. 27713 (“Service Provider”), and Verde Renewables Inc., located at 8112 Maryland Ave, Suite 400, St. Louis, MO 63105 (“Client”). Each of the Service Provider and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”

**1. Engagement. **The Service Provider agrees to act as a **Senior Advisor on Capital Markets, Finance, and Securities and Exchange Commission (SEC) Compliance **for the Client, its parent, and affiliated entities.

Responsibilities include, but are not limited to:

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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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LEADER’S ADVANTAGE ACQUISITION CORP.

1288 NJ-73

Suite 401

Mt Laurel Township, NJ 08054

[   ], 2026

Leader’s Advantage Company, LLC

1288 NJ-73, Suite 401

Mt Laurel Township, NJ 08054

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 1288 NJ-73, Suite 401, Mt Laurel Township, NJ 08054 (or any successor locat

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LEADER’S ADVANTAGE ACQUISITION CORP.

1288 NJ-73, Suite 401,

Mt Laurel Township, NJ08054

January 13, 2026

Leader’s Advantage Company, LLC

1288 NJ-73, Suite 401,

Mt Laurel Township, NJ08054

RE: Securities Subscription Agreement

Ladies and Gentlemen:

We are pleased to accept the offer Leader’s Advantage Company, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 562,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreement

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[   ], 2026 

Leader’s Advantage Acquisition Corp.

1288 NJ-73, Suite 401, Mt. Laurel Township, NJ 08054

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over- allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies and corporations;

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2026, is entered into by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clear Street LLC, a company with its principal place of business in New York (the “Purchaser”).

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: up to $300,000 (as set forth on the Schedule of Borrowings attached hereto)	Dated as of January 13, 2026

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