Healthstream Inc Sample Contracts

1 EXHIBIT 1.1 U.S. AND INTERNATIONAL UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2000 • Healthstream Inc • Services-business services, nec • New York
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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
ARTICLE I SALE AND TRANSFER OF SHARES; CLOSING
Stock Purchase Agreement • March 29th, 2005 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee
RECITALS
Investors' Rights Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
LOAN AGREEMENT
Loan Agreement • July 25th, 2006 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee
RECITALS
Merger Agreement • February 14th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
EXHIBIT 2.5 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 14th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
WITNESSETH:
Lease Agreement • October 13th, 1999 • Healthstream Inc • Tennessee
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2022 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This Indemnification Agreement ("Agreement"), dated as of __________, 2022, is by and between HealthStream, Inc., a Tennessee corporation (the "Company"), and [NAME OF DIRECTOR] (the "Indemnitee").

RECITALS
Indemnification Agreement • October 13th, 1999 • Healthstream Inc • Tennessee
AGREEMENT
Cooperative Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 6, 2023 among HEALTHSTREAM, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK as Administrative Agent
Revolving Credit Agreement • October 10th, 2023 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of October, 2023, by and among HEALTHSTREAM, INC., a Tennessee corporation (the “Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and TRUIST BANK, a North Carolina banking corporation (“Truist”), in its capacity as “Administrative Agent”, as the “Issuing Bank”, as the “Swingline Lender”, and as a Lender.

RECITALS
Development and Distribution Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • New York
HEALTHSTREAM, INC. 3,365,000 Shares of Common Stock1 UNDERWRITING AGREEMENT
Underwriting Agreement • May 28th, 2015 • Healthstream Inc • Services-computer programming, data processing, etc. • New York
RECITAL:
Asset Purchase Agreement • February 14th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2011 • Healthstream Inc • Services-computer programming, data processing, etc. • New York

Reference is made to the Underwriting Agreement dated November 17, 2011 (the “Underwriting Agreement”) relating to the sale by the Company and the Selling Shareholders, and the purchase by the several Underwriters for whom William Blair & Company, L.L.C. is acting as representative (the “Representative”), of the above Shares. All terms herein shall have the definitions contained in the Underwriting Agreement except as otherwise defined herein.

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RECITAL:
Asset Purchase Agreement • October 13th, 1999 • Healthstream Inc • Tennessee
BACKGROUND
Software Licensing and Distribution Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • Tennessee
HEALTHSTREAM, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • February 28th, 2023 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the 23rd day of February, 2023, between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and [ ] (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2022 Omnibus Incentive Plan (the “Plan”).

HEALTHSTREAM, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • May 1st, 2017 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the [•] day of [•] (the “Grant Date”), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and [•] (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the “Plan”).

BACKGROUND
Joint Marketing and Licensing Agreement • March 30th, 2000 • Healthstream Inc • Services-business services, nec • Ohio
HEALTHSTREAM, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • May 16th, 2018 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of May, 2018 (the “Grant Date”), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and J. Edward Pearson (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the “Plan”).

HEALTHSTREAM, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • May 1st, 2017 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the [•] day of [•] (the “Grant Date”), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and [•] (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2016 Omnibus Incentive Plan (the “Plan”).

FORM OF HEALTHSTREAM, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • October 30th, 2015 • Healthstream Inc • Services-computer programming, data processing, etc. • Tennessee

This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the day of September, 2015 (the “Grant Date”), between HealthStream, Inc., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and Michael Sousa (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthStream, Inc. 2010 Stock Incentive Plan (the “Plan”).

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