USA Rare Earth, Inc.

EX-99.1 · PRESS RELEASE, DATED JUNE 2, 2026, ISSUED BY USA RARE EARTH, INC

EX-99.1
 4
 ea029312701ex99-1.htm
 PRESS RELEASE, DATED JUNE 2, 2026, ISSUED BY USA RARE EARTH, INC

 Exhibit 99.1

 FOR IMMEDIATE RELEASE

 June 2, 2026

 USA Rare Earth Selects Cherokee County, South
Carolina for New Rare Earth Metal and Magnet Manufacturing Operation

 Blacksburg facility expected to create about
490 high-skill, high-wage manufacturing jobs and significantly expand the Company’s global mine to magnet value chain

 By choosing South Carolina, USA Rare Earth is
expected to have access to a robust incentives package including grants, tax credits and exemptions, a highly skilled advanced manufacturing
workforce, and confirmed energy delivery to the new facility

 Facility is expected to contribute to USAR’s
planned domestic capacity of 10,000 metric tons per year of both magnets and heavy rare earth strip-cast, metal and alloy production,
aligned with the Company’s business plan and expected government financing

 BLACKSBURG, S.C., June 02, 2026 (GLOBE NEWSWIRE)
-- USA Rare Earth, Inc. (Nasdaq: USAR) (“USA Rare Earth” or the “Company”), a rare earth, critical minerals
and advanced materials company, today announced the selection of Cherokee County, South Carolina, as the site of a new magnet manufacturing
and refined metals operation. The project is expected to create about 490 high-skill, high-wage jobs in the Upstate, and will significantly
expand domestic production capacity for sintered neodymium-iron-boron (NdFeB) permanent magnets and the refined rare earth metals from
which they are made.

 To be located in the Bailey Industrial Park in
Blacksburg, the state-of-the-art facility will complement the Company’s existing magnet manufacturing facility in Stillwater, Oklahoma,
which commissioned its first commercial production line in March 2026. Together, the Stillwater and Blacksburg operations will form the
magnet manufacturing centerpiece of USA Rare Earth’s integrated, mine to magnet value chain, which spans the Round Top heavy rare
earth mining and processing project in Sierra Blanca, Texas; a separation and processing facility in Wheat Ridge, Colorado; the planned
acquisition of the Serra Verde mining and processing operation in Goiás, Brazil; the LCM metal and alloy facility in Cheshire,
United Kingdom; and a planned metallization and alloy facility in Lacq, France.

 Once online, the Blacksburg facility is targeting
production capacity of 6,400 metric tons per annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal and alloy. Combined
with the planned expansion at the Company’s Stillwater facility, USAR expects total domestic production capacity to reach 10,000
tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, aligned with the Company’s business
plan and expected government financing. Engineering work and equipment procurement for the Blacksburg facility is underway, with site
work expected to commence in the coming months and commissioning targeted to begin in 2028.

 The Cherokee County selection followed a comprehensive
multi-state evaluation in which the Company prioritized access to a robust incentives package across grants, tax credits and exemptions,
reliable and affordable power, the availability of a skilled advanced manufacturing workforce, proximity to defense and aerospace customers,
and the ability to achieve an accelerated timeline for operational delivery. The site benefits from existing transportation infrastructure
along the Interstate 85 corridor, an established advanced manufacturing supply chain across the Upstate, and confirmed energy delivery
from Duke Energy.

 Magnets and refined metals produced in Blacksburg
will support vital needs in the defense, aerospace, semiconductor, medical, AI, energy, and advanced manufacturing industries, which depend
on a secure, traceable rare earth value chain across America, its allies and partners.

 QUOTES

 “Cherokee County is the next critical link in the rare earth and magnet value chain we’re building across the United States,
the United Kingdom, Europe and around the globe. South Carolina offered the workforce, the infrastructure and the partners we needed to
move quickly. With this investment, we’re bringing home the advanced manufacturing capabilities that America and its allies depend
on, from the factory floor to the front lines.”

 -USA Rare Earth CEO Barbara Humpton

 “South Carolina continues to attract investments that strengthen our economy and create meaningful opportunities for our people.
USA Rare Earth’s $1.2 billion investment and the creation of approximately 490 new jobs will have a significant impact on Cherokee
County and reinforce our state’s position as a leader in American manufacturing.”

 -Gov. Henry McMaster

 “USA Rare Earth’s approximately $1.2 billion investment in Cherokee County reflects the state’s strong capabilities
in advanced manufacturing and innovation technologies. The Company’s new operation in the Upstate will contribute to South Carolina’s
position as a leader in critical sectors.”

 -Secretary of Commerce Harry M. Lightsey III

 “Two hundred and fifty years ago, Cherokee County helped
turn the tide of the Revolutionary War and today we are proud to once again stand on the front lines of American independence by welcoming
USA Rare Earth to the Bailey Park. This project strengthens our nation's future by reducing our dependence on China for critical rare
earth minerals while bringing jobs, investment and opportunity to Cherokee County.”

 2

 -Cherokee County Council Chairman Tim Spencer

 “Duke Energy is proud to help bring USA Rare Earth to Cherokee
County and strengthen America’s domestic rare earth supply chain. Through our close collaboration with state and local economic
development partners, we worked to position this site with the upfront diligence, coordination and energy planning that companies need
to move with confidence and speed. As we continue to prioritize reliable power at the lowest possible cost for our customers, we stand
ready to welcome more industries like this to call South Carolina home.”

 -Duke Energy South Carolina President Tim Pearson

 About USA Rare Earth, Inc.

 USA Rare Earth, Inc. (Nasdaq: USAR) is building
a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through
its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its magnet manufacturing
capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Group transaction) and the Round Top
deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet
manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor,
energy, data center, physical AI, mobility, healthcare and industrial sectors. For more information, visit www.usare.com.

 Forward-Looking Statements

 This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the planned Cherokee
County, South Carolina facility, expected capital investment, anticipated job creation, expected production capacity and timelines, expected
utility and infrastructure support, anticipated end markets and customers, the expected scope of the Company’s integrated value
chain, and the Company’s ability to support U.S. Department of Defense requirements, including the January 2027 restriction on Chinese-origin
sintered NdFeB magnets in covered defense applications. Such statements can be identified by the fact that they do not relate strictly
to historical or current facts. Words such as “anticipate,” “believe,” “can,” “could,”
“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”
“potential,” “project,” “propose,” “should,” “target,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking.

 3

 Forward-looking statements are subject to risks
and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from the Company’s
expectations, including without limitation: risks associated with permitting, construction, workforce availability, supply chain conditions,
customer demand, commodity prices, regulatory and policy developments, financing, and the integration of acquired operations; risks that
the proposed transactions with the Serra Verde Group (“SVG”), Carester SAS and Texas Mineral Resources Corp. may not be consummated
on their anticipated timelines or at all; the Company may not realize the anticipated benefits of its proposed and prior acquisitions,
including expected synergies, financial performance, estimated EBITDA and, in the case of SVG, integration of operations, on the anticipated
timeline or at all; the ability of the Company’s Stillwater magnet manufacturing facility to commence commercial operations on the
timing and with the production capacity anticipated or at all; the Company’s limited operating history; the Company’s ability
to commercially extract minerals from the Round Top deposit on its anticipated timeline or at all; risks that the Company may experience
delays, unforeseen expenses, increased capital costs, and other complications in operating its business; the Company’s ability to
raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on the Company’s
stock price if the Company issues additional common stock or equity-linked securities; the volatility of the Company’s stock price;
the Company’s ability to enter into definitive agreements for the proposed U.S. Government financing, which is subject to conditions
precedent and final government approvals, on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions
of such financing, which could impose conditions to access such financing over a period of time; the availability of rare earth oxide,
metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow the Company
to develop and commercially operate its Stillwater facility and other facilities; the Company’s ability to meet individual customer
specifications and manufacture a consistently high quality product; fluctuations in demand for and prices of the Company’s products,
including without limitation as a result of dumping, predatory pricing and other tactics by the Company’s competitors or state actors
or the overall competitive environment; the Company’s ability to achieve positive cash flow or profitability or the ability to access
cash flow within the Company’s corporate structure due to restrictions contained in the Company’s financing agreements; the
Company’s ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of its
neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment,
export/import or environmental policy of the People’s Republic of China, the United States or other countries in which the Company
operates or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; the Company’s ability to
retain or recruit key personnel; environmental, health and safety regulations; and the Company’s ability to comply with requirements
for federal, state and local government incentives and financing.

 Additional risks and detailed information regarding
factors that may cause actual results to differ materially has been and will be included in the Company’s filings with the U.S.
Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q and subsequent filings. Any forward-looking statements speak only as of the date of this press release (or such other
date as is specified in such statements), and the Company undertakes no obligation to update any forward-looking statements as a result
of new information or future developments except as required by law.

 Contacts

 Investor Relations

 JB Lowe, USA Rare Earth, Inc.

 ir@usare.com

 Media

 Collected Strategies

 USARE-CS@collectedstrategies.com

 SOURCE: USA Rare Earth, Inc.

 ###

 4

EX-10.1 · LEASE AGREEMENT, DATED JUNE 1, 2026, BETWEEN TC LIBERTY DEVELOPMENT, LLC AND USA

EX-10.1
 2
 ea029312701ex10-1.htm
 LEASE AGREEMENT, DATED JUNE 1, 2026, BETWEEN TC LIBERTY DEVELOPMENT, LLC AND USA RARE EARTH, INC

 Exhibit 10.1

 Confidential portions of this exhibit have been omitted because they
are both (i) not material and (ii) are the type of information that the registrant treats ad private or confidential. The redacted terms
have been marked at the appropriate place with “[XXX].”

 LEASE AGREEMENT

 BETWEEN

 TC LIBERTY DEVELOPMENT,
LLC,

 AS LANDLORD, AND

 USA RARE EARTH,
INC.,

 AS TENANT

 Bear Den ROAD

Blacksburg, South Carolina

 Bear Den Road
 Blacksburg, SC

 BASIC LEASE INFORMATION

 Lease Date:

 As defined on the signature page of this Lease.

 Landlord:

 TC LIBERTY DEVELOPMENT, LLC , a Delaware limited liability company

 Tenant:

 USA RARE EARTH, INC. , a Delaware corporation

 Premises:

 The entire building to be constructed pursuant to the Design-Build Agreement, generally depicted on the plan attached to the Lease as Exhibit A , and whose street address is anticipated to be assigned on Bear Den Road, Blacksburg, South Carolina 29702 (the “ Building ”), generally depicted on the plan attached to the Lease as Exhibit A , and the land on which the Building is located (the “ Land ”) as more particularly described on Exhibit B . The term “ Premises ” shall collectively refer to the Building, the Land and any appurtenant roadways, and similar improvements and easements associated with the foregoing or the operations thereof.

 Term:

 240 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 240 th full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease.

 Commencement Date:

 The earliest of (a) the date on which Tenant occupies any portion of the Premises and begins conducting business therein, (b) the date on which Substantial Completion of the Base Building Work (as defined in Exhibit D hereto) is achieved, or (c) the date on which Substantial Completion of the Base Building Work would have been achieved but for the occurrence of any Tenant Delay (as defined in Exhibit D-1 hereto).

 Basic Rent:

 Basic Rent shall be calculated using the Lease Constant Percentage applied to the Project Costs (as defined in Exhibit J ), with annual escalations of 2.5% on each anniversary of the Commencement Date. Upon the final determination of the Lease Constant Percentage and the Project Costs, the parties shall execute an amendment to this Lease setting forth the Basic Rent payable pursuant to this Lease.

 Security Deposit:

 [Intentionally Deleted].

 Additional Rent:

 The Property Management Fee and Tenant’s Proportionate Share of Operating Costs and Taxes.

 Rent:

 Basic Rent, Additional Rent, and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.

 Permitted Use:

 Specialty manufacturing use and general industrial/warehouse use for the purpose of
 receiving, storing, shipping and selling (but limited to wholesale sales) products, materials and merchandise made or distributed by
 Tenant in compliance with Section 9 of the Lease. Tenant shall be responsible for confirming that the Permitted Use complies with
 all applicable Laws.

 Tenant’s Proportionate Share:

 100%. The number of rentable square feet in the Premises is an estimate
 calculated by Landlord’s architect using the Standard Method of Measurement, ANSI/BOMA Z65.2-2019 (“ BOMA
 Standard ”). Landlord shall use the architect’s most recent calculations of the number of rentable
 square feet in the Premises upon completion of construction thereof and thereafter from time to time so long as such calculations
 are consistent with the BOMA Standard measurement requirements. Upon completion of the initial construction of the
 Premises, Landlord shall promptly notify Tenant of the determination of measurements by Landlord’s
 architect. Within ten business days following the determination of such measurements, the parties shall execute an
 amendment to this Lease in the form of Exhibit I attached hereto establishing the number of rentable square feet in the
 Premises and the Basic Rent payable during the Term.

 Tenant’s Address:

 For all Notices:
 With a copy to:

 USA Rare Earth, Inc.
 100 West Airport Road
 Stillwater, OK 74075
 Attention: Brittany
 Allison
 USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: David Kronenfeld, General Counsel

Telephone:
813.867.6155

Email: legal@usare.com

 And a copy to:

 USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: Valerie Jacob, Chief Legal Officer Telephone:
813.867.6155

 Email: legal@usare.com

 Landlord’s Address:

 For all Notices:
 With a copy to:

 TC Liberty Development, LLC
 c/o Trammell Crow Company
 2173 Hawkins Street, Suite D
 Charlotte, NC 28203

 Attention: Benjamin G. Schon
 TC Liberty Development, LLC
 c/o Trammell Crow Company
 2121 North Pearl Street, Suite 3000

 Dallas, TX 75201
 Attention: General Counsel

 The foregoing Basic Lease Information is incorporated
into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the
Lease shall control.

 Bear Den Road
 i Blacksburg, SC

 TABLE
OF CONTENTS

 Page No.

 1.
 DEFINITIONS AND BASIC PROVISIONS
 1

 2.
 LEASE GRANT
 1

 3.
 TENDER OF POSSESSION; EARLY ACCESS
 1

 3.1
 Generally
 1

 3.2
 Confirmation of Commencement Date
 1

 3.3
 Early Entry by Tenant
 1

 4.
 RENT
 1

 4.1
 Payment
 1

 4.2
 Additional Rent
 2

 5.
 DELINQUENT PAYMENT; HANDLING CHARGES
 4

 6.
 ESCROW AGREEMENT
 4

 7.
 LANDLORD’S MAINTENANCE OBLIGATIONS
 5

 7.1
 Net Lease
 5

 7.2
 Costs Paid by Landlord
 5

 7.3
 Costs Paid as Operating Costs
 5

 7.4
 Performance of Work
 5

 8.
 IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE
 5

 8.1
 Improvements; Alterations
 5

 8.2
 Approval Process
 6

 8.3
 Repair and Maintenance by Tenant
 6

 8.4
 Performance of Work
 7

 8.5
 Mechanic’s Liens
 7

 8.6
 Janitorial Services
 7

 8.7
 Utilities; Licenses and Permits
 8

 8.8
 Reimbursable Expenses
 8

 8.9
 Signs
 8

 9.
 USE
 8

 9.1
 General Provisions
 8

 9.2
 Compliance With Laws
 9

 9.3
 Prohibited Uses
 9

 10.
 ASSIGNMENT AND SUBLETTING
 9

 10.1
 Transfers
 9

 10.2
 Consent Standards
 9

 10.3
 Request for Consent
 10

 10.4
 Conditions to Consent
 10

 10.5
 Attornment by Subtenants
 10

 10.6
 Cancellation
 10

 10.7
 Additional Compensation
 11

 10.8
 Permitted Transfers
 11

 10.9
 Permitted Occupants
 12

 11.
 INSURANCE; WAIVERS; SUBROGATION; INDEMNITY
 13

 11.1
 Tenant’s Insurance
 13

 11.2
 Landlord’s Insurance
 15

 11.3
 No Subrogation; Waiver of Property Claims
 15

 11.4
 Indemnity
 15

 Bear Den Road
 ii Blacksburg, SC

 Page No.

 12.
 SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE
 16

 12.1
 Subordination
 16

 12.2
 Attornment
 16

 12.3
 Notice to Landlord’s Mortgagee
 16

 13.
 RULES AND REGULATIONS
 16

 14.
 CONDEMNATION
 16

 14.1
 Total Taking
 16

 14.2
 Partial Taking - Tenant’s Rights
 16

 14.3
 Partial Taking - Landlord’s Rights
 16

 14.4
 Award
 17

 14.5
 Restoration
 17

 14.6
 Condemnation Waiver
 17

 15.
 FIRE OR OTHER CASUALTY
 17

 15.1
 Repair Estimate
 17

 15.2
 Tenant’s Rights
 17

 15.3
 Landlord’s Rights
 17

 15.4
 Repair Obligation
 18

 15.5
 Abatement of Rent
 18

 15.6
 Casualty Waiver
 18

 16.
 PERSONAL PROPERTY TAXES
 18

 17.
 EVENTS OF DEFAULT
 18

 17.1
 Payment Default
 18

 17.2
 Prohibited Payments
 18

 17.3
 Failure to Take Possession; Abandonment
 19

 17.4
 Estoppel; Subordination; Financial Reports
 19

 17.5
 Construction-Related Documentation
 19

 17.6
 Insurance
 19

 17.7
 Mechanic’s Liens
 19

 17.8
 Unpermitted Transfer
 19

 17.9
 Other Defaults
 19

 17.10
 Insolvency
 19

 18.
 REMEDIES
 19

 18.1
 Termination of Lease
 19

 18.2
 Termination of Possession
 20

 18.3
 Perform Acts on Behalf of Tenant
 20

 18.4
 Suspension of Services
 20

 18.5
 Alteration of Locks
 20

 19.
 PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES; MITIGATION OF DAMAGE
 20

 19.1
 Payment by Tenant
 20

 19.2
 No Waiver
 20

 19.3
 Cumulative Remedies
 21

 19.4
 Mitigation of Damage
 21

 19.5
 Waiver of Landlord’s Lien
 21

 20.
 LANDLORD’S DEFAULT
 21

 20.1
 General Provisions
 21

 20.2
 Tenant’s Right of Self-Help
 22

 20.3
 Tenant’s Offset Right
 22

 Bear Den Road
 iii Blacksburg, SC

 Page No.

 21.
 SURRENDER OF PREMISES
 22

 22.
 HOLDING OVER
 23

 23.
 CERTAIN RIGHTS RESERVED BY LANDLORD
 23

 23.1
 Building Operations
 23

 23.2
 Security
 23

 23.3
 Prospective Purchasers and Lenders
 23

 23.4
 Prospective Tenants
 23

 24.
 SUBSTITUTION SPACE
 23

 25.
 MISCELLANEOUS
 23

 25.1
 Landlord Transfer
 23

 25.2
 Limitation of Liability
 24

 25.3
 Force Majeure
 24

 25.4
 Brokerage
 24

 25.5
 Estoppel Certificates
 25

 25.6
 Notices
 25

 25.7
 Separability
 25

 25.8
 Amendments; Binding Effect; No Electronic Records
 25

 25.9
 Counterparts; Electronic Signatures
 25

 25.10
 Quiet Enjoyment
 25

 25.11
 No Merger
 26

 25.12
 Submission
 26

 25.13
 Entire Agreement; Arm’s-Length Negotiation; No Reliance
 26

 25.14
 Waiver of Jury Trial
 26

 25.15
 Governing Law; Jurisdiction
 26

 25.16
 Recording
 26

 25.17
 Water or Mold Notification
 27

 25.18
 Joint and Several Liability
 27

 25.19
 Financial Reports
 27

 25.20
 Telecommunications
 27

 25.21
 Confidentiality
 28

 25.22
 Authority of Tenant; Prohibited Persons and Transactions
 28

 25.23
 Authority of Landlord; Prohibited Persons and Transactions
 28

 25.24
 Hazardous Materials; Environmental Requirements
 29

 25.25
 List of Schedules and Exhibits
 30

 25.26
 UBTI and REIT Qualification
 30

 25.27
 Sustainability
 31

 25.28
 Cross Default
 31

 25.29
 Reserved Rights
 31

 25.30
 Security Service
 31

 25.31
 No Construction Contract
 32

 25.32
 Time
 32

 25.33
 Digital Rights
 32

 26.
 OTHER PROVISIONS
 32

 26.1
 Parking
 32

 26.2
 Lease Contingencies
 32

 26.3
 Credits and Incentives
 33

 Bear Den Road
 iv Blacksburg, SC

 LIST
OF DEFINED TERMS

 Page No.

 Action
 33

 Additional Rent
 i

 Affiliate
 36

 Authorities
 33

 Base Building Work
 D-1

 Baseline Site Assessment
 29

 Basic Lease Information
 1

 Basic Rent
 i

 BOMA Standard
 i

 Building
 i

 Building’s Structure
 36

 Building’s Systems
 36

 Cannabis
 36

 Casualty
 17

 CHIPS Act
 D-7

 Code
 30

 Commencement Date
 i

 Company
 27

 Cooperation Efforts
 33

 Corporate Debt Rating
 36

 Corporate Debt Rating Requirement
 36

 Cure Period
 D-1-1

 Damage Notice
 17

 Default Rate
 36

 Design Issue
 36

 Design-Build Agreement
 36

 Design-Builder
 36

 Developer Spread
 36

 Development Services
 D-4

 Development Services Agreement
 36

 Development Services Fees
 37

 Digital Rights
 37

 Discount Rate
 37

 Environmental Consultant
 29

 Environmental Requirements
 37

 Escrow
 4

 Escrow Agreement
 4

 Escrowed Amount
 4

 Event of Default
 18

 Excluded Operating Costs
 37

 Excused Delay
 D-1-1

 Exit Site Assessment
 29

 Final Development Costs
 J-2

 Final Plans
 D-2

 Final Project Budget
 J-3

 Force Majeure
 24

 GAAP
 38

 Green Initiatives
 38

 Hazardous Materials
 38

 HVAC
 38

 Improvements
 38

 Incentives
 33

 Incentives Claim
 33

 Bear Den Road
 v Blacksburg, SC

 Page No.

 including
 38

 Initial Project Budget
 J-2

 Insolvent
 33

 Insurance Proceeds
 18

 Land
 i

 Landlord
 i

 Landlord Insured Parties
 39

 Landlord’s Cost Overrun Obligation
 J-3

 Landlord’s Mortgagee
 39

 Landlord’s Statement of Costs
 J-1

 Laws
 39

 Lease
 1

 Lease Constant Percentage
 39

 Lease Date
 35

 Lease Month
 39

 Letter Agreement
 4

 Loss
 15

 Milestone
 D-1-1

 Milestone Date
 D-1-1

 Minor Alterations
 39

 Moody’s
 39

 Mortgage
 39

 OFAC
 39

 Operating Costs
 39

 Permitted Hazardous Materials
 40

 Permitted Occupant
 12

 Permitted Transfer
 11

 Permitted Transferee
 11

 Permitted Use
 i

 Plans
 D-1

 Preliminary Work
 40

 Premises
 i

 Prevailing Rental Rate
 G-1

 Primary Lease
 40

 Prime Rate
 40

 Prohibited Entity
 40

 Prohibited Entity Law
 40

 Prohibited Use
 40

 Project Costs
 J-1

 Property Management Fee
 2

 Punch List
 D-3

 Punchlist Items
 E-1

 Purchase Offer Notice
 M-1

 Qualified Broker
 41

 reasonable wear and tear
 41

 Reconciliation Period
 J-1

 Reconciliation Statement
 3

 Regulations
 30

 related complex
 41

 Release
 41

 Rent
 i

 Repair Period
 17

 Bear Den Road
 vi Blacksburg, SC

 Page No.

 Response Period
 M-1

 ROFO Deposit
 M-1

 S&P
 41

 Second Notice
 22

 Security Deposit
 i

 Sign Requirements
 8

 Standard of Care
 D-4

 Substantial Completion Notice
 D-2

 Substantial Completion of the Base Building Work
 D-1-1

 Substitute Tenant
 21

 Sustainability Standards
 41

 Taking
 16

 Tangible Net Worth
 41

 Tangible Net Worth/Credit Threshold
 41

 Taxes
 42

 TC MidAtlantic
 4

 Telecommunications Services
 42

 Tenant
 i

 Tenant Contractor Delay
 D-1-1

 Tenant Contribution
 J-3

 Tenant Delay
 D-1-1

 Tenant Party
 42

 Tenant’s Objections
 J-1

 Tenant’s Off-Premises Equipment
 42

 Tenant’s Property
 21

 Tenant’s Proportionate Share
 i

 Tenant’s Signage
 8

 Tenant-Triggered Modifications
 42

 Term
 i

 Termination Declaration
 28

 Transfer
 9

 trash
 42

 UCC
 42

 Walk-Through Date
 D-3

 Warranty Period
 D-2

 Bear Den Road
 vii Blacksburg, SC

 LEASE

 This Lease Agreement (this
“ Lease ”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the
Basic Lease Information).

 1. Definitions
and Basic Provisions . The definitions and basic provisions set forth in the Basic Lease Information (the “ Basic
Lease Information ”) and the schedule of definitions attached to this Lease as Schedule 1 are incorporated herein
by reference for all purposes.

 2. Lease
Grant . Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.

 3. Tender
of Possession; Early Access .

 3.1 Generally .
Landlord shall deliver possession of the Premises when Substantial Completion of the Base Building Work has been achieved. Upon “Final
Completion of the Project” (as defined in the Design-Build Agreement), Tenant shall have full, unrestricted access to the Premises
for occupancy and use in accordance with, and subject to, the terms of this Lease (including Punch List completion, warranty work and
Landlord’s reserved rights under this Lease). Tenant shall have early access to the Premises pursuant to Section 3.3 below.

 3.2 Confirmation
of Commencement Date . Within ten business days after request from either party therefor following the Commencement Date,
Landlord and Tenant shall each execute and deliver to the other a letter substantially in the form of ‎ Exhibit E
hereto confirming (a) the Commencement Date, (b) the expiration of the initial Term, and (c) that Landlord has performed
all of its obligations with respect to the delivery condition of the Premises (except for punchlist items specified in such letter that
are the responsibility of Landlord pursuant to the express terms and conditions of this Lease); however, the failure of the parties to
execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease.

 3.3 Early
Entry by Tenant . Entry into any portion of the Premises by any Tenant Party prior to the Commencement Date shall be subject
to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent. Before Tenant
may occupy the Premises to conduct business therein, Tenant shall, at its expense, obtain and deliver to Landlord evidence (e.g., a
certificate of occupancy or its local equivalent) from the appropriate governmental authority that Tenant may lawfully occupy and
use the Premises for the Permitted Use. To the extent permitted by and subject to all Laws, and subject to and in accordance with
the Design-Build Agreement, Tenant may enter the Premises before Substantial Completion of the Base Building Work with
Landlord’s prior written consent (which shall not be unreasonably withheld) to install furniture, fixtures and equipment
therein, provided that (a) Landlord is given prior written notice of any such entry, (b) such entry shall be coordinated
with Landlord and shall not interfere with the Base Building Work, and (c) Tenant shall deliver to Landlord evidence that the
insurance required under Section 11 of this Lease has been obtained. Tenant shall conduct its activities therein so as not to
interfere with the Base Building Work, and shall do so at its risk and expense. If, in Landlord’s reasonable judgment,
Tenant’s activities therein interfere with the Base Building Work and such interference is not cured within two days following
Landlord’s delivery of written notice of such interference, Landlord may terminate Tenant’s right to enter the Premises
before Substantial Completion of the Base Building Work. Tenant acknowledges that Tenant shall be responsible for obtaining all
applicable permits and inspections relating to any such entry by Tenant to the extent required for Tenant’s separate work or
activities.

 4. Rent .

 4.1 Payment .
Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set off (except as otherwise expressly provided herein),
by good and sufficient check drawn on a national banking association, or, at either party’s election, by electronic or wire transfer,
at Landlord’s address provided for in this Lease or such other address as may be specified in writing by Landlord. Additionally,
Tenant’s payments of Rent shall be accompanied by all applicable state and local sales, use, transaction privilege, rental and excise
taxes that may at any time be levied or imposed upon, or measured by, any amount payable by Tenant under this Lease. The obligations of
Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. Basic Rent and Additional
Rent shall be payable monthly in advance on the first day of each calendar month. Payments of Basic Rent and Additional Rent for any partial
calendar month shall be prorated in the proportion to the number of days this Lease is in effect during such month as to the actual number
of days in such month; such Basic Rent and Additional Rent payment for any partial calendar month at the beginning of the Term shall be
due by Tenant on the Commencement Date. Unless a shorter time period is specified in this Lease, all payments of miscellaneous Rent charges
hereunder (that is, all Rent other than Basic Rent and Additional Rent) shall be due and payable within 30 days following Landlord’s
delivery to Tenant of an invoice therefor.

 Bear Den Road
 1 Blacksburg, SC

 4.2 Additional
Rent .

 4.2.1 Operating
Costs . Tenant shall pay to Landlord Tenant’s Proportionate Share of Operating Costs. Landlord may make a good faith estimate
of Operating Costs to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar
year of the Term, Tenant shall pay to Landlord, in advance on the first day of each calendar month, an amount equal to Tenant’s
estimated Operating Costs for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord
may estimate and re-estimate (but Landlord may not re-estimate more than once in any calendar year) the Operating Costs to be due by Tenant
and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Costs payable by Tenant
shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall
have paid all of the Operating Costs as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment
as herein provided when actual Operating Costs are available for each calendar year.

 4.2.2 Taxes .
Tenant shall pay Tenant’s Proportionate Share of Taxes in the same manner as provided above for Tenant’s Proportionate Share
of Operating Costs. For property tax purposes, Tenant waives and releases all rights to protest or appeal the appraised value of the Premises,
except as provided below, and all rights to receive notices of reassessment and/or reappraisement; however, upon written request from
Tenant, Landlord shall promptly provide or cause to be provided to Tenant such reasonable and non-privileged documentation regarding same
that is in Landlord’s possession or control (such as notices, returns, invoices, receipts, determinations, opinions, communications
and certifications received from or submitted to the taxing authorities relating to the Premises). Landlord shall engage a tax consultant
each year to determine whether it is in the best interest to contest Taxes for the year in question, and if such tax consultant determines
it is in the best interest to contest Taxes, Landlord will contest Taxes for the year in question. If Landlord, after consultation with
Landlord’s tax consultant, elects not to contest Taxes for the period in question, Landlord shall promptly notify Tenant in writing,
and upon written request from Tenant, Landlord shall submit or cause the submission to Tenant of requested reasonable and non-privileged
documentation as described above as relates to the decision not to contest Taxes for the year in question. If Tenant, in consultation
with Tenant’s tax consultant, reasonably and in good faith believes contesting Taxes will reduce Taxes for the period in question
and Landlord has elected not to contest Taxes for the applicable year, Tenant may elect, at its sole expense, to contest Taxes for the
period in question and shall so notify Landlord thereof in writing. Nothing herein shall be deemed to limit, suspend or abate Tenant’s
obligations to pay Taxes when due. Further, if Tenant protests, challenges or appeals any valuation for property tax purposes or all or
any portion of the Premises, and such valuation increases from the value protested, challenged or appealed, Tenant agrees to indemnify,
defend and hold Landlord harmless on an after-tax basis for any property taxes due as a result of such increase. From time to time during
any calendar year, Landlord may estimate or re-estimate (but Landlord may not re-estimate more than twice in any calendar year) the Taxes
to be due by Tenant for that calendar year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments
of Taxes payable by Tenant shall be appropriately adjusted in accordance with the estimations.

 4.2.3 Property
Management Fee . Subject to Section 4.2.6 below with respect to Tenant’s self-management of the Premises, Tenant shall pay
to Landlord, in advance on the first day of each calendar month, a property management fee equal to 3% of the sum of Tenant’s monthly
Basic Rent and Tenant’s Proportionate Share of Operating Costs and Taxes, in each case disregarding, for the purposes of such calculation,
any abatement of Rent granted in this Lease (the “ Property Management Fee ”).

 Bear Den Road
 2 Blacksburg, SC

 4.2.4 Reconciliation
Statement . Landlord shall endeavor to furnish to Tenant a statement of Operating Costs for the previous year and of the Taxes
for the previous year (the “ Reconciliation Statement ”) no later than June 30 of each calendar year, or as soon
thereafter as practicable. If Tenant’s estimated payments of Operating Costs or Taxes under this Section 4.2.4 for the year covered
by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement,
then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to
Tenant; likewise, if Tenant’s estimated payments of Operating Costs or Taxes under this Section 4.2.4 for such year are less than
Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency
within 30 days of invoice from Landlord.

 4.2.5 Tenant’s
Inspection Right . Provided no Event of Default then exists, after receiving an annual Reconciliation Statement and giving Landlord
30 days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Additional Rent for the
period of time covered by such Reconciliation Statement in accordance with the following provisions. If Tenant fails to object to the
calculation of Additional Rent on an annual Reconciliation Statement within 90 days after the Reconciliation Statement has been delivered
to Tenant, or if Tenant fails to conclude its audit or inspection within 120 days after the Reconciliation Statement has been delivered
to Tenant, then Tenant shall have waived its right to object to the calculation of Additional Rent for the year in question and the calculation
of Additional Rent set forth on such Reconciliation Statement shall be final. Tenant’s audit or inspection shall be conducted where
Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be
conducted only during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection unless the
total Additional Rent for the period in question is determined to be overstated by more than 5% in the aggregate, and, as a result thereof,
Tenant paid to Landlord more than the actual Additional Rent due for such period, in which case Landlord shall pay the audit cost (not
to exceed $3,500). Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or
the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s
review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated
into the final audit report. If such inspection or audit reveals that an error was made in the Additional Rent previously charged to Tenant,
then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs,
as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Additional Rent is consistent
with the terms of this Lease, Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting
for Additional Rent shall be binding on Tenant in connection with any such audit or inspection. Tenant shall maintain the results of each
such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than
an independent firm of certified public accountants (a) reasonably acceptable to Landlord, (b) which is not compensated on a contingency
fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement
or other similar evidence of such fee arrangement to Landlord upon request), and (c) which agrees with Landlord in writing to maintain
the results confidential. Nothing in this Section 4.2.5 shall be construed to limit, suspend or abate Tenant’s obligation to pay
Rent when due, including Additional Rent. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s books and
records and to contest the amount of Additional Rent payable by Tenant shall be as set forth in this Section 4.2.5, and Tenant hereby
waives and releases any and all other rights pursuant to applicable Law to audit such books and records and/or to contest the amount of
Additional Rent payable by Tenant and this waiver and release shall survive the expiration or earlier termination of the Lease.

 4.2.6 Tenant’s
Self-Management of Premises . Notwithstanding anything to the contrary contained in this Lease, so long as Tenant or a Permitted
Transferee leases and occupies the entire Premises, and provided no Event of Default exists, Tenant shall self-manage the Premises on
the following terms and conditions:

 (a) The
Property Management Fee shall be reduced to a commercially reasonable amount (reasonably determined by Landlord but not to exceed 1%)
to compensate Landlord for its remaining property management and asset management obligations under this Lease and with respect to the
Premises.

 Bear Den Road
 3 Blacksburg, SC

 (b) Tenant
(and not Landlord) shall be responsible for maintaining, repairing and replacing the interior and exterior of the Premises (other than
the Building’s Structure, which at all times shall be maintained by Landlord in accordance with Sections 7.2 and 7.3 below), consistent
with the standards of comparable projects in the submarket in which the Premises are located and for providing all services to be provided
by Landlord under this Lease.

 (c) Tenant
shall promptly pay, before delinquency, all costs associated with the Premises, and all other costs which Landlord would otherwise be
required to pay (subject to reimbursement by Tenant) if Landlord had engaged a professional property management company to perform such
services (other than the Property Management Fee).

 (d) Without
limiting the foregoing, Tenant shall maintain the Building’s Systems in good repair and condition and in accordance with all applicable
Laws and with such equipment manufacturers’ suggested operation/maintenance service program; such obligation shall include replacement
of all equipment necessary to maintain such equipment and system in good working order. On or before the Commencement Date, Tenant shall
enter into regularly scheduled (no less than quarterly) preventive maintenance/service contracts for such equipment, each in compliance
with Landlord’s specifications and otherwise in form and substance and with a contractor reasonably acceptable to Landlord, and
deliver copies thereof to Landlord. At least 14 days before the end of the Term, Tenant shall deliver to Landlord a certificate from an
engineer reasonably acceptable to Landlord certifying that the Building’s Systems are then in good repair and working order, reasonable
wear and tear excepted, and no deferred maintenance items then exist. Landlord may from time to time, at reasonable times and after reasonable
prior notice to Tenant, inspect the Premises to insure that Tenant is properly maintaining the same.

 5. Delinquent
Payment; Handling Charges . All past due payments required of Tenant hereunder shall bear interest from the date due until
paid at the Default Rate; additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a late
fee equal to the greater of (a) five percent of the delinquent payment, and (b) $250, to reimburse Landlord for its cost and inconvenience
incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted under this Section 5 or elsewhere
in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful commercial rate of interest.
Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent
occurrence) during any 12-calendar month period that Tenant fails to make any payment of Additional Rent when due, until five days after
Landlord delivers written notice of such delinquency to Tenant. The late fee referenced above represents a fair and reasonable estimate
of the costs Landlord will incur by reason of Tenant’s delinquent payment.

 6. Escrow
Agreement . Prior to the Lease Date, TC MidAtlantic Development V, Inc. (“ TC MidAtlantic ”) and
Tenant executed the Letter Agreement Providing Limited Authorization to Proceed in Advance of Proposed Lease dated as of April 10, 2026
(the “ Letter Agreement ”) to set forth the terms and conditions upon which TC MidAtlantic would commence performing
work and incurring costs related to the acquisition of the Land and the development of the Premises. The Letter Agreement was assigned
to Landlord and has now been superseded by this Lease. Notwithstanding the foregoing, the payment obligations of Tenant to Landlord under
the Letter Agreement are incorporated into this Lease. As contemplated in the Letter Agreement, Tenant, TC MidAtlantic and Fidelity National
Title Insurance Company executed the Escrow Agreement dated as of April 10, 2026 (the “ Escrow Agreement ”) to
provide for Tenant’s escrow (the “ Escrow ”) of certain funds based on the then-current budget of costs
for the “Preliminary Work” (as such term is defined in the Letter Agreement), as amended from time to time (the “ Escrowed
Amount ”). Prior to the execution of this Lease, the Escrow Agreement was amended to (a) acknowledge the assignment of the
Escrow Agreement by TC MidAtlantic to Landlord, (b) allow Landlord to draw funds from the Escrow that are due and payable by Tenant pursuant
to the terms of the Letter Agreement and Escrow Agreement, as amended, and (c) to allow Fidelity National Title Insurance Company to pay
certain amounts to Tenant’s broker and the Design Builder from the Escrow Amount. Tenant shall maintain the Escrow with an Escrowed
Amount equal to Landlord’s then-current budget for the Project Costs, as amended from time to time. Notwithstanding anything to
the contrary in this Lease or the Escrow Agreement, the parties hereby agree that the Escrow Agreement will continue to be kept in full
force and effect through the later to occur of (a) commencement of vertical construction of the Premises, and (b) the date of execution
of an amendment to this Lease incorporating the terms and closing of Landlord’s capitalization (whether equity financing, debt financing
or both) with respect to this Lease.

 Bear Den Road
 4 Blacksburg, SC

 7. Landlord’s
Maintenance Obligations .

 7.1 Net
Lease . This Lease is intended to be a net lease and Landlord’s maintenance, repair and replacement obligations are
limited to those expressly set forth in this Section 7. Landlord’s obligations under this Section 7 shall not apply to
any items installed by or on behalf of a Tenant Party.

 7.2 Costs
Paid by Landlord . Landlord, at its own cost and expense (except to the extent expressly reimbursable by Tenant to Landlord
pursuant to this Lease, including Section 8.8), shall be responsible only for replacement of the structural elements of the Building’s
roof, foundation and exterior walls. Landlord’s liability for any defects, repairs, replacement or maintenance for which Landlord
is specifically responsible for under this Lease shall be limited to the cost of performing the work.

 7.3 Costs
Paid as Operating Costs . Landlord shall maintain, repair and replace the Building’s Structure, that portion of the
Building’s Systems not allocated to Tenant pursuant to the terms of this Lease, and exterior areas of the Premises, including driveways,
alleys, parking areas, roads, landscape and grounds of the Premises, the exterior of the Building (including painting, caulking and sealing
[including caulking and sealing the Building’s exterior walls]) and any items normally associated with the foregoing, in each case,
in good condition and consistent with the operation of a specialty manufacturing facility. All costs in performing the work described
in this Section 7.3 shall be included in Operating Costs except those costs (a) payable by Landlord at its sole cost and expense pursuant
to Section 7.2, or (b) reimbursable by Tenant to Landlord pursuant to this Lease, including Section 8.8.

 7.4 Performance
of Work . Tenant shall promptly notify Landlord in writing of any work required to be performed under this Section 7,
and Landlord shall not be responsible for performing such work until Tenant delivers to Landlord such notice. Landlord shall have no obligations
hereunder with respect to uninsured losses and damages caused by a Tenant Party. Tenant expressly waives and releases the benefit of any
Law now or in the future in effect which would otherwise afford Tenant the right to terminate this Lease because of Landlord’s failure
to keep the Premises in good order, condition and repair. Notwithstanding anything to the contrary contained herein, Landlord shall, in
its sole and absolute discretion, determine the appropriate remedial action required of it to satisfy its maintenance, repair and replacement
obligations hereunder (e.g., Landlord shall, in its sole discretion, determine whether, and to the extent, maintenance, repairs or replacements
are the appropriate remedial action).

 8. Improvements;
Alterations; Repairs; Maintenance .

 8.1 Improvements;
Alterations .

 8.1.1 Minor
Alterations . After the completion of any initial work, and following the Commencement Date, Tenant may perform Minor Alterations
in the Premises without Landlord’s consent.

 8.1.2 General
Provisions for All Alterations . Improvements to the Premises shall be installed at Tenant’s expense and only in accordance
with plans and specifications which have been previously submitted to and, except for Minor Alterations, approved in writing by Landlord,
which approval shall not be unreasonably withheld, conditioned or delayed; however, Landlord may withhold its consent in its sole discretion
to any Improvement that contains a Design Issue. All paints, sealants, stains and adhesives used by any Tenant Party shall have no- or
low-volatile organic emissions. All work to modify or remove Improvements shall be governed by this Section 8, and Tenant shall submit
plans and specifications for any such work to Landlord for Landlord’s review and approval if plans would typically be prepared therefor.
All Improvements shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s
consent to or approval of any Improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor
Landlord’s acceptance, that the same comply with sound architectural or engineering practices or with all applicable Laws, and Tenant
shall be solely responsible for ensuring all such compliance. All Improvements, trade fixtures, equipment and appurtenances which may
be installed or placed in or about the Premises from time to time shall be at the sole cost of Tenant and, upon the expiration or earlier
termination of the Term, shall be and become part of the Premises and the property of Landlord except as otherwise provided in Section
21. Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord because of any Improvements made by or on behalf of
any Tenant Party within 30 days after Landlord’s delivery to Tenant of a statement of such costs, together with reasonable supporting
documentation.

 Bear Den Road
 5 Blacksburg, SC

 8.2 Approval
Process . If Tenant desires to perform any work in the Premises that requires Landlord’s approval under Section 8.1
hereto and submits to Landlord plans and specifications therefor or change orders thereto, then Landlord shall within ten business days
after its receipt of such plans and specifications and within six business days after its receipt of any such change orders with respect
thereto (or, if such change orders involve work which would affect the Building’s Structure or the Building’s Systems, ten
business days after its receipt of any such change orders), notify Tenant whether it approves or disapproves the same; any notice of disapproval
shall be accompanied by a statement in reasonable detail of the reasons therefor. If, in Landlord’s reasonable judgment, any item
submitted by Tenant under this Lease is not accompanied by sufficient information to allow Landlord to determine whether such items should
be approved, then the time period hereunder for Landlord’s response shall be extended by one day for each day until Tenant provides
such necessary information to Landlord. Notwithstanding the foregoing, if Landlord fails to notify Tenant that it approves or disapproves
the requested alteration to the Premises within ten business days after submission to Landlord of all the items required under this Section
8, Tenant may deliver a second written notice regarding same to Landlord, and if such second notice conspicuously states, “ IF
YOU DO NOT DELIVER YOUR APPROVAL OR DISAPPROVAL OF THE REQUESTED ALTERATION WITHIN FIVE BUSINESS DAYS AFTER YOU RECEIVE THIS REQUEST FOR
CONSENT, YOUR APPROVAL OF THIS ALTERATION WILL BE DEEMED GIVEN ”, and Landlord fails to notify Tenant that it approves or disapproves
the requested alteration to the Premises within five business days after delivery of such second notice, then Landlord shall be deemed
to have approved such alteration.

 8.3 Repair
and Maintenance by Tenant . To the extent not a specific Landlord responsibility set forth in Section 7.2 or 7.3 above,
Tenant shall maintain the Premises in a clean, safe, and operable condition, and to a Class A standard, and shall not permit or allow
to remain any waste or damage to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain
in good repair and condition and in accordance with all Laws and the equipment manufacturer’s suggested service programs, all portions
of the Premises and Tenant’s Off-Premises Equipment and all other areas, Improvements and systems serving the Premises, including
loading areas, loading docks, dock wells, dock equipment, dock doors, dock bumpers, dock seals, overhead doors, levelers, plates and similar
equipment, plumbing, drains and sump pumps, electrical, water, fire sprinkler system, and sewer lines, entries, doors, door frames, special
fronts or office entries, ceilings, skylights, glass or plate glass windows, window frames, interior walls, interior and exterior lighting,
and the interior side of demising walls, floor slab and HVAC systems (including all duct work and any evaporative units), and other building
and mechanical systems, electrical and plumbing systems, and Tenant shall utilize all of the foregoing items in accordance with the applicable
design specifications and capacities. Such repair and replacements include capital expenditures and repairs whose benefit may extend beyond
the Term. No later than 14 days prior to the end of the Term, Tenant shall deliver to Landlord a certificate from an engineer reasonably
acceptable to Landlord certifying that all such items which Tenant is required to maintain hereunder are then in good repair and condition
and have been maintained in accordance with this Section 8.3. In lieu of the engineer’s certificate, Tenant may elect to give written
notice to Landlord at least 30 days prior to vacating the Premises and shall meet with Landlord for a joint inspection of the Premises
at the time of vacating. If Tenant fails to give such notice or to participate in such joint inspection, Landlord’s inspection shall
be deemed conclusive for purposes of determining whether Tenant’s obligations under Section 21 of this Lease have been satisfied
(including any maintenance, repair, replacement or restoration Tenant failed to perform pursuant to Section 21). In furtherance of the
foregoing, Tenant, during the entire Term and at its sole cost and expense, shall enter into a regularly scheduled preventative maintenance/service
contract with a maintenance contractor reasonably approved by Landlord for servicing all hot water, HVAC and elevator systems and equipment
within or serving the Premises. Tenant’s HVAC service contract shall ensure that all HVAC systems are electronically monitored for
remote diagnosis and system malfunctions (and all notifications shall be sent to both Landlord’s property manager and Tenant) and
all issues shall be repaired by Tenant or its vendor within 15 days following the initial notification. Such service contract must include
all services suggested by the equipment manufacturer in its operations/maintenance manual. An executed copy of such contract (including
renewals) shall be provided to Landlord upon request. If Tenant fails to provide a copy of such contract (or renewal) within ten business
days following Landlord’s written request therefor, Landlord may elect to enter into such contract at Tenant’s cost, plus
an administrative fee of 15% of such cost. Tenant shall repair or replace, subject to Landlord’s direction and supervision, (a)
any damage to the Premises caused by a Tenant Party, and (b) as more particularly described below in this Section 8.3, Tenant shall be
responsible for the costs to repair or replace any damage to the Premises caused by a Tenant Party. If (1) Tenant fails to commence to
perform any maintenance or make any repairs or replacements required to be made by Tenant pursuant to this Section 8.3 within 30
days after Landlord’s written request therefor (or, if earlier, within 30 days following the occurrence of such damage caused by
a Tenant Party) and thereafter diligently pursue the completion thereof (or, in the case of an emergency, such shorter period of time
as is reasonable given the circumstances), or (2) notwithstanding such diligence, Tenant fails to complete such maintenance, repairs or
replacements within 90 days after Landlord’s written request therefor (or, if earlier, within 90 days following the occurrence of
such damage) (or, in the case of an emergency, such shorter period of time as is reasonable given the circumstances), then Landlord may
make the same at Tenant’s cost. If any damage caused by a Tenant Party affects the Building’s Systems or Building’s
Structure or any area outside the interior surface of the curtain walls of the Building, then Landlord may elect to repair such damage
at Tenant’s expense.

 Bear Den Road
 6 Blacksburg, SC

 8.4 Performance
of Work . Following Landlord’s approval of the plans and specifications therefor as described above, all work described
in this Section 8 shall be performed only by contractors and subcontractors approved in writing by Landlord, which approval shall not
be unreasonably withheld, conditioned or delayed. If Tenant requests that Landlord supervise any work described in this Section 8, Tenant
shall pay to Landlord a market rate construction management fee (reasonably determined by Landlord but not to exceed 5%) related to such
work. If Tenant has not requested that Landlord supervise any work described in this Section 8, but all or a portion of such work affects
the Building’s Systems or Building’s Structure, Tenant shall pay to Landlord a market rate construction management fee (reasonably
determined by Landlord but not to exceed 5%) with respect to that portion of the work affecting the Building’s Systems or Building’s
Structure. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming the Landlord Insured
Parties as additional insureds against such risks, and in such commercially reasonable amounts as Landlord may require. Tenant shall provide
Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning
such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such
work shall be performed in accordance with the plans and specifications approved by Landlord as described above, all Laws and in a good
and workmanlike manner so as not to damage the Premises (including the Premises, the Building’s Structure and the Building’s
Systems) and shall use materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for
the Building. Landlord may designate reasonable and non-discriminatory rules, regulations and procedures for the performance of all such
work in the Building (including insurance requirements for contractors). All such work which may affect the Building’s Structure
or the Building’s Systems must be approved by Landlord’s engineer, at Tenant’s expense, and, at Landlord’s election,
must be performed by Landlord’s usual contractor for such work. All work affecting the roof of the Building or the Premises’
fire protection or life safety systems must be performed by Landlord’s applicable contractor for such type of work, and no such
work will be permitted if it would void or reduce or otherwise adversely affect any warranty associated with the Premises. Upon completion
of any work described in this Section 8 (other than purely cosmetic work such as paint, wallpaper or carpet), Tenant shall furnish Landlord
with accurate reproducible “as-built” CADD files of the Improvements as constructed.

 8.5 Mechanic’s
Liens . All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party (excluding
the Base Building Work) shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s or construction
liens to be filed against the Premises in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final
unconditional lien waivers from all contractors, subcontractors and materialmen who performed such work in a commercially reasonable form
approved by Landlord. If any mechanic’s or construction lien is filed, then Tenant shall, within ten business days after the filing
thereof (or such earlier time period as may be necessary to prevent the forfeiture of the Premises or any interest of Landlord therein
or the imposition of a civil or criminal fine with respect thereto), either (a) pay the amount of the lien and cause the lien to be released
of record, or (b) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If
Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and
interest, shall be paid by Tenant to Landlord within ten business days after Landlord has invoiced Tenant therefor. Landlord’s and
Tenant’s relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,”
“owner-agent” or other similar relationships) and that Tenant is not authorized to act as Landlord’s common law agent
or construction agent in connection with any work performed in the Premises. Accordingly, all materialmen, contractors, artisans, mechanics,
laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of any Tenant Party for the furnishing
of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the Lease Date
until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein
shall be deemed a consent by Landlord to any liens being placed upon the Premises or Landlord’s interest therein due to any work
performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by
Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its
agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including reasonable
attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials
furnished, or obligations incurred by or at the request of a Tenant Party; provided that this sentence shall not apply to work performed
by Landlord so long as Tenant has timely reimbursed Landlord for applicable amounts related thereto in accordance with this Lease. This
indemnity provision shall survive termination or expiration of this Lease.

 8.6 Janitorial
Services . Tenant, at its sole expense, shall provide its own janitorial services to the Premises and shall maintain the
Premises in a clean and safe condition and to a Class A standard. Tenant shall utilize cleaning materials that protect indoor air quality.
If Tenant fails to provide janitorial services to the Premises or trash removal services in compliance with the foregoing or maintain
the Premises in a clean and safe condition, Landlord, in addition to any other rights and remedies available to it, may provide such services,
and Tenant shall pay to Landlord the cost thereof, plus an administrative fee equal to 15% of such cost, within ten days after Landlord
delivers to Tenant an invoice therefor.

 Bear Den Road
 7 Blacksburg, SC

 8.7 Utilities;
Licenses and Permits .

 8.7.1 Utilities .
Tenant shall pay for all water, gas, electricity, heat, telephone, sewer, sprinkler charges and other utilities and services used at the
Premises, together with any taxes, penalties, surcharges, connection charges, maintenance charges, and the like pertaining to Tenant’s
use of the Premises. Landlord shall have no responsibility whatsoever in connection with the foregoing. Landlord may, at Tenant’s
expense, separately meter and bill Tenant directly for its use of any such utility service. To the extent any utility service for the
Premises is submetered, the meter shall be read by Landlord or Landlord’s designee, and Tenant shall pay to Landlord, within 30
days after receipt of an invoice therefor, the cost of such service based on rates charged for such service by the utility company furnishing
such service, including all fuel adjustment charges, demand charges and taxes. In addition, if any particular utility is not separately
metered or submetered as provided above, Tenant shall reimburse Landlord for any costs of such utility service obtained in Landlord’s
name within 30 days following Landlord’s invoice for such costs. Tenant, at its expense, shall obtain all utility services for the
Premises (other than a utility that is submetered or otherwise provided to the Premises by Landlord), including making all applications
therefor, obtaining meters and other related equipment, and paying all deposits and connection charges. Tenant will cooperate with Landlord’s
legally-required efforts to monitor utility use and consumption and waste disposal at the Premises. In connection therewith, Landlord
may (a) install meters, submeters or other measurement devices to monitor water, sewer, gas and electricity use and consumption at the
Premises and (b) obtain data regarding Tenant’s waste disposal and recycling and water, sewer, gas and electric use and consumption
at the Premises directly from the applicable Tenant Party’s utility and waste disposal or recycling providers (and, within ten business
days following Landlord’s written request therefor, such Tenant Party shall execute such commercially reasonable written releases
as such utility and waste disposal and recycling providers may request to evidence such Tenant Party’s consent to deliver such consumption
data). If requested in writing by Landlord, Tenant will deliver to Landlord a copy of the waste disposal and recycling and water, sewer,
gas and electric utility bills pertaining to the Premises that are billed to or paid by any Tenant Party in a manner reasonably requested
by Landlord promptly following Landlord’s request therefor. Landlord shall not be liable for any interruption or failure of utility
service to the Premises, and such interruption or failure of utility service shall not be a constructive eviction of Tenant, constitute
a breach of any implied warranty, or entitle Tenant to any abatement of Tenant’s obligations hereunder.

 8.7.2 Licenses
and Permits . Tenant shall, at its sole cost and expense, obtain and keep in force during the Term, and all extensions thereof,
all licenses, certificates and permits necessary for it to use the Premises in accordance with applicable Laws.

 8.7.3 Power
Agreements . Tenant shall execute and deliver, and shall pay the costs relating to, any agreement with the electrical power or
other utility provider to the Premises, including any power study, power purchase agreement, usage agreement or other similar agreement
required or requested by the utility provider.

 8.8 Reimbursable
Expenses . Within 30 days following Landlord’s written invoice to Tenant, Tenant shall reimburse Landlord (not as
an Operating Cost but as a direct reimbursement) for (a) the cost of all maintenance, repair or replacement work performed or paid
by Landlord under Section 8, or as a result of any Tenant Party (including Tenant’s failure to maintain in accordance with
this Lease) invalidating or otherwise affecting the warranties applicable to the Premises, (b) the cost of all alterations to the
Building’s Structure or the Building’s Systems required by applicable Law because of Tenant-Triggered Modifications and (c) any
fees, fines or penalties levied against the Premises (or any portion thereof) or against Landlord to the extent reasonably attributable
(in each case, as reasonably determined by Landlord) to (1) Tenant’s violation of Law or (2) Tenant’s use or occupancy of
the Premises, in each case of clause (a) and (c) above, plus an administrative fee of 15% of such cost.

 8.9 Signs .
Subject to all applicable authorities’ prior approval of the location, design, size, color, material composition and plans and specifications
therefor, Tenant may install, at Tenant’s expense, fascia and directional signage at the Building (collectively, “ Tenant’s
Signage ”). Tenant shall erect Tenant’s Signage in accordance with the approved plans and specifications, in a good
and workmanlike manner, in accordance with all Laws, regulations, restrictions (governmental or otherwise), and architectural guidelines
in effect for the area in which the Building is located, so long as Tenant has received all requisite approvals thereunder (the “ Sign
Requirements ”); thereafter, Tenant shall maintain Tenant’s Signage in a good, clean and safe condition in accordance
with the Sign Requirements, all at Tenant’s sole cost and expense. After the end of the Term or after Tenant’s right to possess
the Premises has been terminated, Tenant shall remove Tenant’s Signage, repair all damage caused thereby and restore the Building
to its condition before the installation of Tenant’s Signage. Additionally, if Tenant fails to do so prior to such date, Landlord
may, without compensation to Tenant, at Tenant’s expense, remove Tenant’s Signage, perform the related restoration and repair
work and dispose of Tenant’s Signage in any manner Landlord deems appropriate.

 9. Use .

 9.1 General
Provisions . Tenant shall use the Premises only for the Permitted Use and for no other use or purpose, shall obtain all
zoning, occupancy and operational permits, and shall comply with all Laws relating in each case to the use, condition, access to, and
occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject
the Premises to use that would damage the Premises. Subject to the Building rules and regulations attached as Exhibit C hereto
and the other provisions of this Lease (including this Section 9), Tenant will be provided access to the Premises 24 hours per day, seven
days per week.

 Bear Den Road
 8 Blacksburg, SC

 9.2 Compliance
With Laws . Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, Tenant shall comply
with all Laws with respect to the Premises, including making all Tenant-Triggered Modifications. If Tenant’s Improvements or legal
compliance obligations under this Lease require any alterations to the Building’s Structure or Tenant-Triggered Modifications, Landlord
may elect to manage those portions of the alterations that affect the Building’s Structure or Tenant-Triggered Modifications, and
Tenant shall reimburse Landlord the cost thereof, together with a market rate construction management fee (reasonably determined by Landlord
but not to exceed 5%), within 30 days following delivery by Landlord to Tenant of a reasonably detailed invoice therefor. Tenant shall
comply with, and reasonably cooperate with Landlord’s efforts to comply with, Laws and utility provider requirements pertaining
to natural resource and energy use, green building or carbon reduction, including disclosures and surveys.

 9.3 Prohibited
Uses . The Premises shall not be used for any Prohibited Use. If, because of a Tenant Party’s acts or omissions or
because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, Tenant shall pay to Landlord the
amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord’s other rights. If Tenant fails
to cease or remediate such acts within 15 days after Landlord’s request that Tenant do so, then such acts or omissions shall be
an Event of Default. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably
interfere with Landlord in its performance of its obligations under this Lease. Tenant shall (a) use commercially reasonable efforts
to cooperate with any Green Initiatives voluntarily adopted by Landlord, (b) comply with any Green Initiatives pertaining to the
Premises imposed by Law on any Tenant Party and (c) cooperate with Landlord’s efforts to comply with any Green Initiatives
pertaining to the Premises imposed on Landlord by Law, including completing disclosures and surveys.

 10. Assignment
and Subletting .

 10.1 Transfers .
Except for Permitted Transfers as expressly provided in Section 10.8, Tenant shall not, without the prior written consent of Landlord
(which consent shall be governed by Section 10.2), (a) assign, transfer, or encumber this Lease or any estate or interest herein, whether
directly, indirectly, by operation of law, or by any direct or indirect change in control of Tenant, (b) permit any other entity to become
Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whose stock is
publicly traded, permit the transfer of an ownership interest in Tenant or any indirect owner of Tenant so as to result in a change in
the current direct or indirect control of Tenant, (d) sublet any portion of the Premises, (e) grant any license, concession, or other
right of occupancy of any portion of the Premises, (f) permit the use of the Premises by any parties other than Tenant, or (g) sell or
otherwise transfer, in one or more transactions, a majority of Tenant’s assets (any of the events listed in Section 10.1(a) through
10.1(g) being a “ Transfer ”).

 10.2 Consent
Standards . Landlord shall not unreasonably withhold, condition or delay its consent to any assignment of Tenant’s
entire interest in this Lease or subletting of the Premises, provided that the proposed transferee (a) is creditworthy, (b) will use the
Premises for the Permitted Use, (c) will not use the Premises in a manner that would materially increase the cost to Landlord to perform
its obligations under this Lease, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other
entity entitled to the defense of sovereign immunity, (e) is not a party or an Affiliate of a party with whom Landlord or its Affiliates
has had a material lease dispute and is not currently and has not in the past been involved in litigation with Landlord or any of its
Affiliates, (f) will not result in, either by the transfer or any consideration payable to Landlord in connection therewith, an adverse
effect on any real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or
any of its Affiliates, and (g) is not a person or entity with whom Landlord, or any of Landlord’s Affiliates, is then, or has been
within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in
the Premises or any related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its
sole and absolute discretion. Additionally, Landlord may (1) withhold its consent in its sole and absolute discretion to any proposed
Transfer if any Event of Default by Tenant then exists, and (2) condition its consent on the satisfaction of such conditions as Landlord
may, in its reasonable discretion, determine appropriate for the operation of the Building or Premises. Any Transfer made while an Event
of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, and any
Transfer made by Tenant in violation of this Lease, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to
act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial
real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s
own leasing efforts and the value of the Premises. Landlord may condition its consent to a Transfer on receipt (or increase if applicable)
of a security deposit, guaranty or letter of credit from a suitable party. Tenant shall not pledge, collaterally assign or otherwise encumber
this Lease or any interest therein.

 Bear Den Road
 9 Blacksburg, SC

 10.3 Request
for Consent . If Tenant requests Landlord’s consent to a Transfer, then, at least 15 business days prior to the effective
date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer,
copies of the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee
and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business
and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient
to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice
of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing
such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees and other expenses
incurred in connection with considering any request for consent to a Transfer (whether or not consent is granted) and in documenting (and
negotiating the terms of) Landlord’s consent (which shall not exceed $3,500 for consents to subleases provided Landlord’s
standard consent to sublease form is used without material modification or negotiation). If Landlord does not consent to a Transfer, Tenant’s
sole remedy against Landlord will be an action for specific performance or declaratory relief without monetary damages, and Tenant may
not terminate this Lease or seek monetary damages.

 10.4 Conditions
to Consent . If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written
agreement on Landlord’s consent form (subject to incorporation of commercially reasonable comments thereto acceptable to Landlord)
whereby it expressly assumes Tenant’s obligations hereunder (among other terms and conditions reasonably required by Landlord in
connection with providing its consent); however, any transferee of less than all of the space in the Premises shall be liable only for
obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer
shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable
therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers and no subtenant
of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default occurs
while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly
from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments
of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder.
Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

 10.5 Attornment
by Subtenants . Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which
this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination,
re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of
Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the
then executory provisions of such sublease, except that Landlord shall not be (a) liable for any previous act or omission of Tenant under
such sublease, (b) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (c) bound by any previous
modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant
might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance
payment, (d) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and
with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (e) obligated to perform any work in
the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to
Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant
shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be
bound by the terms and conditions set forth in this Section 10.5. The provisions of this Section 10.5 shall be self-operative, and no
further instrument shall be required to give effect to this provision.

 10.6 Cancellation .
Landlord may, within 30 days after submission of Tenant’s written request for Landlord’s consent to an assignment or subletting,
cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective.
If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant
shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer.
Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to
Tenant, and in such event, Tenant will execute commercially reasonable documentation as required by Landlord in order to evidence the
conversion of this Lease into a multi-tenant lease. The provisions of this Section 10.6 shall not apply to a Permitted Transfer.

 Bear Den Road
 10 Blacksburg, SC

 10.7 Additional
Compensation . While no Event of Default exists, Tenant shall pay to Landlord, immediately upon receipt thereof, 50% of
the excess of (a) all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant
with unaffiliated third parties (i.e., brokerage commissions and tenant finish work) in connection with such Transfer (such costs shall
be amortized on a straight-line basis over the term of the Transfer in question) over (b) the Rent allocable to the portion of the Premises
covered thereby. While any Event of Default exists, Tenant shall pay to Landlord, immediately upon receipt thereof, 100% of the excess
of (1) all compensation received by Tenant for a Transfer over (2) the Rent allocable to the portion of the Premises covered thereby.
The provisions of this Section 10.7 shall not apply to a Permitted Transfer.

 10.8 Permitted
Transfers . Notwithstanding Section 10.1, Tenant may Transfer all or part of its interest in this Lease or all or part of
the Premises or an ownership interest in Tenant so as to result in a change in the direct or indirect control of Tenant (a “ Permitted
Transfer ”) to the following types of entities (a “ Permitted Transferee ”) without the written consent
of Landlord, provided that such Transfer is for a legitimate business purpose and not to circumvent the provisions of this Section 10:

 10.8.1 an
Affiliate of Tenant, but only so long as such transferee remains an Affiliate of Tenant;

 10.8.2 any
corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which
Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing
merger and consolidation of business entities, so long as (a) Tenant’s obligations hereunder are assumed by the entity surviving
such merger or created by such consolidation (unless automatically assumed as a result of such merger or consolidation); and (b) the proposed
transferee satisfies the Tangible Net Worth/Credit Threshold immediately following the effective date of the Permitted Transfer;

 10.8.3 any
corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially
all of Tenant’s assets, so long as (a) Tenant’s obligations hereunder are assumed by the entity acquiring such assets; and
(b) the proposed transferee satisfies the Tangible Net Worth/Credit Threshold immediately following the effective date of the Permitted
Transfer; or

 10.8.4 any
corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring, directly
or indirectly, a controlling interest in Tenant or any indirect owner of Tenant, so long as Tenant continues to satisfy the Tangible Net
Worth/Credit Threshold immediately following the effective date of the Permitted Transfer.

 Tenant shall notify Landlord of any
such Permitted Transfer at least ten business days prior to the effective date thereof. Tenant shall remain liable for the performance
of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving
or acquiring entity shall either expressly assume in writing the obligations of Tenant hereunder or be bound automatically as a matter
of applicable Law. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the
Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises or
Landlord. No later than ten business days prior to the effective date of any Permitted Transfer, Tenant shall furnish Landlord with (a)
copies of the instrument effecting any of the foregoing Transfers, (b) documentation establishing Tenant’s satisfaction of the requirements
set forth above applicable to any such Transfer, and (c) evidence of insurance as required under this Lease with respect to the Permitted
Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers, and any subsequent
Transfer by a Permitted Transferee shall be subject to the terms of this Section 10. The right to Transfer to an Affiliate pursuant to
Section 10.8.1 shall be subject to the condition that such Permitted Transferee remains an Affiliate of Tenant. If such Permitted Transferee
ceases to be an Affiliate of Tenant, it shall so notify Landlord in writing within ten business days after such event and, upon the written
request of Landlord, transfer, assign, set over or re-assign this Lease and its interest in the Premises, as applicable, to Tenant or,
subject to complying with this Section 10.8, another Affiliate of Tenant.

 Bear Den Road
 11 Blacksburg, SC

 10.9 Permitted
Occupants .

 10.9.1 Notwithstanding
anything in Section 10.1 to the contrary, Tenant may permit its subsidiaries, Affiliates, clients, contractors, customers, auditors, strategic
partners or other entities under common ownership (total or partial) with Tenant or with whom Tenant has or is then establishing a bona
fide business relationship (each a “ Permitted Occupant ”) to occupy and use a reasonable portion of the Premises
without the written consent of Landlord, subject to the following conditions: (a) the Permitted Occupant is of character, is engaged in
a business, uses the Premises in keeping with Tenant and the Permitted Use, and otherwise meets Landlord’s reasonable standards
for tenants of the Building, (b) the use of the Premises by the Permitted Occupant may not violate any other agreements affecting the
Premises, the Building, or Landlord, (c) the use and occupancy by the Permitted Occupant is otherwise expressly subject to, and the Permitted
Occupant must comply with, all of the terms, covenants, conditions and obligations on Tenant’s part to be observed and performed
under this Lease (other than Tenant’s obligation to pay Basic Rent or Additional Rent under this Lease), including the requirement
to obtain insurance in the requisite amounts and to indemnify, defend and hold Landlord harmless for any Loss or other liabilities resulting
from the use and operations contemplated by this Section 10.9, (d) any violation of any provision of this Lease by the Permitted Occupant
shall be deemed to be a default by Tenant under such provision, (e) the space occupied by the Permitted Occupant shall not be separately
demised from the Premises, (f) the Permitted Occupant shall have no recourse against Landlord whatsoever on account of any failure by
Landlord to perform any of its obligations under this Lease or on account of any other matter, (g) all notices required of Landlord under
this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to
send any notices to any Permitted Occupant, (h) in no event shall any use or occupancy of any portion of the Premises by any Permitted
Occupant release or relieve Tenant from any of its obligations under this Lease, (i) each such Permitted Occupant shall be deemed an invitee
of Tenant, and Tenant shall be fully and primarily liable for all acts and omissions of such Permitted Occupant as fully and completely
as if such Permitted Occupant was an employee of Tenant; (j) in no event shall the occupancy of any portion of the Premises by any Permitted
Occupant be deemed to create a landlord/tenant relationship between Landlord and such Permitted Occupant or be deemed to vest in Permitted
Occupant any right or interest in the Premises or this Lease, and, in all instances, Tenant shall be considered the sole tenant under
the Lease notwithstanding the occupancy of any portion of the Premises by any Permitted Occupant; and (k) Tenant shall receive no rent,
payment or other consideration in connection with such occupancy and use other than nominal rent payments, which in no event may be greater
per rentable square foot occupied and used by such Permitted Occupant than the Basic Rent and Additional Rent amounts (per rentable square
foot in the Premises) payable by Tenant hereunder. Occupancy of the Premises by a Permitted Occupant shall not constitute occupancy by
Tenant for any purposes under this Lease.

 10.9.2 Tenant
shall provide to Landlord the name and contact information of each Permitted Occupant being allowed access to the Premises by Tenant before
such access is provided to such Permitted Occupant.

 10.9.3 Any
equipment or other property of a Permitted Occupant in the Premises shall be subject to Section 16 (Personal Property Taxes) and Section
21 (Surrender of Premises) of this Lease. However, nothing in this Section 10.9 shall diminish Landlord’s rights elsewhere in this
Lease or imply that Landlord has any duties to any Permitted Occupant. Tenant acknowledges that Landlord shall have no responsibility
or liability for the allocation or use of the Premises between Tenant and any Permitted Occupant. No disputes among Tenant and any Permitted
Occupant shall in any way affect the obligations of Tenant hereunder.

 10.9.4 In
addition to all other indemnity obligations of Tenant under this Lease, Tenant shall defend, indemnify and hold harmless Landlord, Landlord’s
Mortgagee and their respective representatives and agents from and against all Losses arising from all claims made by, attributable to,
or otherwise relating to, any Permitted Occupant.

 Bear Den Road
 12 Blacksburg, SC

 11. Insurance;
Waivers; Subrogation; Indemnity .

 11.1 Tenant’s
Insurance . Effective as of the earlier of (a) the date Tenant enters or occupies the Premises, or (b) the Commencement
Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies:

 11.1.1 commercial
general liability insurance (including property damage, bodily injury, personal injury, contractual liability and damage to rented premises
coverage) in amounts of $1,000,000 per occurrence and $2,000,000 in the annual aggregate in primary coverage, or, following the expiration
of the initial Term, such other amounts as Landlord may from time to time reasonably require, insuring Tenant (and naming the Landlord,
Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) as additional insureds), against liability
for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises, completed operations,
independent contractors, products-completed operations, personal injury, advertising injury, liability under assumed contracts, and without
implying any consent by Landlord to the installation thereof, the installation, operation, maintenance, repair or removal of Tenant’s
Off-Premises Equipment (and if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage
under a commercial general liability policy [e.g., the sale, service, distribution or consumption of alcoholic beverages], Tenant shall
obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from
such activity or matter [including liquor liability, if applicable] in such amounts as Landlord may reasonably require);

 11.1.2 cause
of loss-special risk form (formerly “all-risk”) or its equivalent insurance (including sprinkler leakage, theft, boiler and
machinery, ordinance and law, sewer back-up, pipe burst, wind driven rain, water leakage, flood, earthquake, theft, vandalism, malicious
mischief, glass breakage, windstorm and collapse coverage) covering the full replacement value of all Improvements in the Premises, naming
Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) as loss payees as their interests
may appear;

 11.1.3 cause
of loss-special risk form (formerly “all-risk”) or its equivalent insurance covering the full replacement value of all furniture,
trade fixtures, equipment, merchandise, business records and personal property (including property of Tenant or others) in the Premises
or otherwise placed in the Premises by or on behalf of a Tenant Party (including Tenant’s Off-Premises Equipment) with a maximum
deductible of $250,000;

 11.1.4 during
any period of construction, alteration, modification, or Improvement on the Premises, builder’s risk or property insurance in an
amount not less than the full replacement cost of the completed value of all constructed, modified, altered, or improved property on the
Premises with an installation floater where applicable, which shall provide coverage for any building, structure, machinery, equipment,
materials, or fixtures which are damaged, impaired, broken, or destroyed, whether stored off-site or on-site, including during transit,
installation, and testing and naming Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord)
as loss payees as their interests may appear;

 11.1.5 commercial
auto liability insurance covering automobiles and trucks owned, non-owned, hired, or used by Tenant in carrying on its business with limits
not less than $1,000,000 combined single limit for each accident per vehicle on a per occurrence basis, insuring Tenant and naming the
Landlord Insured Parties as additional insureds and underlying to the umbrella/excess liability insurance policy (and if any Tenant Party
participates in for-hire commerce, Tenant’s policies shall include an endorsement (Form MCS-90) or surety bond (Form MSC-82) filed
with FMCSA in compliance with 49 CFR 387 for auto coverage or Truckers or Motor Carrier coverage form);

 11.1.6 worker’s
compensation insurance at statutory limits (and, for the avoidance of doubt, Tenant shall not be permitted to self-insure for such coverage
or otherwise opt out of local worker’s compensation insurance requirements [i.e., Tenant shall not be a non-subscriber]), and employer’s
liability insurance with limits of not less than $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000 disease each
employee;

 11.1.7 business
interruption and extra expense insurance equal to 100% of the projected gross revenue from the Premises (less non-continuing expenses)
for a minimum period of restoration of 12 months plus an extended period of indemnity endorsement of at least 12 months;

 Bear Den Road
 13 Blacksburg, SC

 11.1.8 comprehensive
crime coverage of $1,000,000 providing employee dishonesty and theft coverage, covering money, securities, and tangible property;

 11.1.9 if
any Tenant Party handles, stores or transports any Hazardous Materials (other than Permitted Hazardous Materials) at the Premises, environmental
impairment liability insurance insuring Tenant (and naming the Landlord Insured Parties as additional insureds) against all liability
for environmental damage, including third party property damage and bodily injury liability, as well as the cost of investigation and
remediation (and insuring pollution hazards from cargo), arising from the use and occupancy of the Premises and (without implying any
consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant’s Off-Premises
Equipment, with limits of not less than $2,000,000 per claim and $2,000,000 in the aggregate; and

 11.1.10 umbrella
/ excess liability insurance in an amount of not less than $10,000,000 per occurrence on terms consistent with the commercial general
liability, the employer’s liability insurance and the business automobile liability policies required in clauses 11.1.1, 11.1.5
and 11.1.6, hereof.

 Notwithstanding the foregoing,
Tenant may elect to self-insure for the risks that would be covered under the business interruption insurance required under Section 11.1.7
above, in which event the Landlord Insured Parties shall be afforded no less insurance protection than if the self-insured coverage were
fully insured by an insurance company meeting the requirements of this Section 11.1. In addition, Tenant shall cause every Tenant Party
to procure and maintain insurance coverage (and naming the Landlord Insured Parties as additional insureds) against such risks, in such
amounts, and with such companies as Landlord may reasonably require, including insurance similar to insurance Tenant is obligated to maintain
pursuant to this Section 11.1. Landlord’s initial requirements for contractors, sub-contractors, suppliers, service providers,
moving companies, vendors and others performing work of any type for Tenant in the Premises are set forth in Exhibit H .

 The additional insureds will
be entitled to the limits stated in this Lease, or the full limits of the insurance policies maintained by Tenant, whichever are greater.
Any insurance required to be maintained by Tenant may be taken out under a blanket insurance policy or policies covering other premises,
property or insureds in addition to the Premises and Tenant, provided such blanket policy or policies otherwise comply with this Section
11.1. Tenant and its contractors’ builder’s risk insurance shall be written on a special form or an “all risk”
policy form of coverage. Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) shall be
named as loss payees under all required builder’s risk insurance. Tenant’s insurance shall be primary and non-contributory
when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s policy will be excess
over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance and such other evidence satisfactory to Landlord
of the maintenance of all insurance coverages required hereunder at least ten days prior to the earlier of the Commencement Date or the
date Tenant enters or occupies the Premises (in any event, within ten days of the effective date of coverage), and at least 15 days prior
to each renewal of said insurance, and Tenant shall endeavor to ensure that each of its policies requires the insurance company to notify
Landlord at least 30 days before cancellation or material change of such policy, or if that is not possible, Tenant shall so notify Landlord
in writing at least 30 days before such cancellation or material change (and if Tenant is not successful, Tenant shall notify Landlord
in writing of such cancellation or material change by the deadlines set forth above). All such insurance policies shall be in form reasonably
satisfactory to Landlord and issued by companies with an A.M. Best rating of A+:VIII or better. However, no review or approval of any
insurance certificate or policy by Landlord shall derogate from or diminish Landlord’s rights or Tenant’s obligations hereunder.
If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage
required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated
to, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus an administrative fee of 15% of such
cost.

 Bear Den Road
 14 Blacksburg, SC

 11.2 Landlord’s
Insurance . Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance policies:
(a) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable
deductible if Landlord so chooses, and (b) commercial general liability insurance in an amount determined by Landlord. Landlord may, but
is not obligated to, maintain such other insurance and additional limits and coverages as it may deem necessary. The cost of all insurance
carried by Landlord with respect to the Premises, together with any deductible amounts payable thereunder, shall be included in Operating
Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under
Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. Tenant
acknowledges that Landlord shall not carry insurance on, and shall not be responsible for, damage to, protecting from further loss or
damage to, or repairs to Tenant’s personal property, which includes furniture, furnishings, trade fixtures or equipment, or any
Improvements in the Premises, including any tenant finish work or any other Improvements, by whomsoever constructed. Any insurance required
to be maintained by Landlord may be taken out under a blanket insurance policy or policies covering other buildings, property or insureds
in addition to the Building and Landlord. In such event, the costs of any such blanket insurance policy or policies shall be reasonably
allocated to the Premises and the other properties covered by such policy or policies as reasonably determined by Landlord and included
as part of Operating Costs. Notwithstanding anything in this Lease to the contrary, Landlord’s indemnity obligations under this
Lease shall be limited to the extent any such claim is insured against under the terms of any insurance policy required to be maintained
by Landlord under the terms of this Lease; provided that such limitation shall not apply if the act for which there is an indemnity obligation
falls under the policy exclusions.

 11.3 No
Subrogation; Waiver of Property Claims . Notwithstanding anything to the contrary in this Lease, Landlord and Tenant each
waives and releases any claim it might have against the other for any damage to or theft, destruction, or other Loss (defined below),
to the extent the same is insured against (or permitted to be self-insured against) under any insurance policy of the types described
in this Section 11 that covers the Premises, any trade fixtures, personal property or Improvements therein, or Landlord’s or Tenant’s
business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused
such Loss ; and such waiver shall also apply to any deductible payable under Tenant’s property insurance policies, and any self-insurance
and self-retention amounts maintained by Tenant. Additionally, Landlord and Tenant each waives and releases any claim it may have against
the other for any Loss to the extent such Loss is caused by a terrorist act, whether certified by the U.S. Government or non-certified.
Where not prohibited by Law, each party shall cause its insurance carrier to endorse all insurance policies required to be maintained
by such party under this Lease except for Landlord’s commercial general liability insurance (waiving the carrier’s rights
of recovery under subrogation or otherwise against the other party including, with respect to Landlord, the Landlord Insured Parties)
to the extent such waiver is not already included in such party’s policies. Notwithstanding any provision in this Lease to the contrary,
Landlord, its agents, employees and contractors shall not be liable to any Tenant Party or to any party claiming by, through or under
any Tenant Party for (and Tenant, on behalf of itself and each Tenant Party, hereby waives and releases Landlord and its servants, agents,
contractors, employees and invitees from any claim or responsibility for) any injury or interruption to any Tenant Party’s business
or any loss of income under any circumstances, in each case whether caused by casualty, theft, fire, third parties or any other matter
or cause, regardless of whether the negligence of any party caused such Loss in whole or in part . Landlord shall not be required
to carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Premises or
any related complex. Notwithstanding anything to the contrary in this Lease, Landlord shall not be liable to any Tenant Party, and Tenant
(on behalf of itself and every Tenant Party) hereby waives and releases all claims against Landlord and its representatives and agents,
for any damages arising from any act, omission or neglect of any other tenant or occupant in the Premises or any related complex.

 11.4 Indemnity .
Subject to Section 11.3, to the fullest extent permitted by Law, Tenant shall defend, indemnify, and hold harmless Landlord and its representatives
and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable
attorneys’ fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use
of, any property or inconvenience (a “ Loss ”) occurring in or on the Premises or arising out of the installation,
operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Premises, including Tenant’s
Off-Premises Equipment. Subject to Section 11.3, to the fullest extent permitted by Law, Landlord shall defend, indemnify, and hold harmless
Tenant and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages,
and expenses (including reasonable attorneys’ fees) arising from any Loss occurring in or on the Premises or arising out of the
installation, operation, maintenance, repair or removal of any property of any Landlord Party located in or about the Premises, to the
extent caused by the sole negligence or intentional misconduct of Landlord and its agents. The indemnities set forth in this Lease shall
survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement
or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the
indemnifying party shall, upon request therefor, defend the indemnified party in such proceeding at its sole cost utilizing counsel reasonably
satisfactory to the indemnified party.

 Bear Den Road
 15 Blacksburg, SC

 12. Subordination;
Attornment; Notice to Landlord’s Mortgagee .

 12.1 Subordination .
This Lease shall be subordinate to any Mortgage or Primary Lease that now or hereafter covers all or any part of the Premises. Any Landlord’s
Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises
by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall
be required; however, if requested by Landlord, in confirmation of such subordination, Tenant shall execute and return to Landlord (or
such other party designated by Landlord) within 20 days after written request therefor such documentation, in recordable form if required,
as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s
Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee
so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease; provided that any subordination
of Tenant’s rights hereunder to any future Landlord’s Mortgagee shall be conditioned upon Tenant’s rights under this
Lease continuing and not being terminated or disturbed so long as Tenant is not in default of this Lease.

 12.2 Attornment .
Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu
of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements
confirming such attornment as such party may reasonably request.

 12.3 Notice
to Landlord’s Mortgagee . Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord
without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s
Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s
obligations hereunder.

 13. Rules
and Regulations . Tenant shall comply with the rules and regulations of the Premises which are attached hereto as Exhibit C .
Landlord may, from time to time, change such rules and regulations, provided that such changes will not unreasonably interfere with Tenant’s
use of the Premises. Tenant shall be responsible for the compliance or noncompliance with such rules and regulations by each Tenant Party.
Notwithstanding anything to the contrary contained herein, in the event of any conflict between the rules and regulations attached hereto
as Exhibit C , as amended by any subsequent changes or modifications thereto, and the terms and conditions of this Lease, the
terms and conditions of this Lease shall control.

 14. Condemnation .

 14.1 Total
Taking . If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “ Taking ”),
this Lease shall terminate as of the date of the Taking.

 14.2 Partial
Taking - Tenant’s Rights . If any part of the Building becomes subject to a Taking and such Taking will prevent Tenant
from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before
such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after
the Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease,
then Basic Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by
the Taking.

 14.3 Partial
Taking - Landlord’s Rights . If any material portion, but less than all, of the Building or Premises becomes subject
to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord
may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking, and Basic Rent and Additional
Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue,
but if any portion of the Premises has been taken, Basic Rent and Additional Rent shall abate as provided in the last sentence of Section
14.2.

 Bear Den Road
 16 Blacksburg, SC

 14.4 Award .
If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Premises and other improvements taken;
however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the
value of Tenant’s personal property taken which Tenant is entitled to remove under this Lease, moving costs and loss of business.
In no event shall Tenant have any claim against Landlord or the condemning authority for the value of any unexpired portion of this Lease.

 14.5 Restoration .
In the event of any Taking of less than the whole of the Premises which does not result in a termination of this Lease, (a) Landlord,
at its expense but only to the extent of the award actually received by Landlord pursuant to such Taking (after deducting any reasonable
expenses incurred in connection with such Taking), shall proceed with reasonable diligence to repair, alter and restore the remaining
parts of the affected Building and the Premises therein to the extent practicable, and (b) if requested by either party, Landlord and
Tenant shall promptly execute an amendment to this Lease confirming the deletion from the Premises of the space subject to the Taking.

 14.6 Condemnation
Waiver . The provisions of this Section 14 shall constitute Tenant’s sole and exclusive remedy in the event of any
Taking, and Tenant waives and releases all rights and remedies in favor of Tenant in the event of a Taking. Except for any abatement or
award expressly provided under this Section 14, no damages, compensation or claim shall be payable by Landlord for any inconvenience,
any interruption or cessation of Tenant’s business, or any annoyance, in any case arising from any Taking.

 15. Fire
or Other Casualty .

 15.1 Repair
Estimate . If the Premises are damaged by fire or other casualty (a “ Casualty ”), Tenant shall
immediately give written notice thereof to Landlord, and Landlord shall, within 90 days after such Casualty (or, if later, after Landlord’s
receipt of Tenant’s notice of such Casualty), deliver to Tenant a good faith estimate (the “ Damage Notice ”)
of the time needed to repair the damage caused by such Casualty.

 15.2 Tenant’s
Rights . If the Premises are damaged by Casualty such that Tenant is prevented from conducting its business in the Premises
in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby
for which Landlord is responsible to repair under this Lease pursuant to Section 15.4 below cannot be repaired within 15 months after
the commencement of repairs (the “ Repair Period ”), then Tenant may terminate this Lease by delivering written
notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant.

 15.3 Landlord’s
Rights . If a Casualty occurs and (a) Landlord estimates that the damage caused thereby for which Landlord is responsible
to repair pursuant to Section 15.4 below cannot be repaired within the Repair Period, (b) the damage occurs during the last two years
of the Term and Landlord estimates that either (1) the damage cannot be repaired within three months from the date of the Casualty, or
(2) less than six months will remain in the Term following completion of such repairs, (c) regardless of the extent of damage, the damage
is not fully covered by Landlord’s insurance policies (including that the coverage afforded by such insurance policies is insufficient
to pay a market rate construction management and/or development fee (reasonably determined by Landlord but not to exceed 5%) with respect
to such repair work), or (d) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee,
then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has
been delivered to Tenant.

 Bear Den Road
 17 Blacksburg, SC

 15.4 Repair
Obligation . If neither party elects to terminate this Lease following a Casualty, then Landlord shall, promptly following
receipt of all insurance proceeds with respect to such Casualty and all necessary permits, begin to repair the Premises and shall proceed
with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty;
however, Landlord shall not be required to repair or replace any Improvements within the Premises (which shall be promptly and with due
diligence repaired and restored by Tenant at Tenant’s sole cost and expense) or any furniture, furnishings, equipment, trade fixtures
or personal property of Tenant or others in the Premises, all of which Tenant covenants to protect from further loss or damage, and Landlord’s
obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for
the Casualty in question or the proceeds that Landlord would have received had Landlord carried the insurance required to be maintained
by Landlord under Section 11.2. If this Lease is terminated under the provisions of this Section 15, Landlord shall be entitled to the
full proceeds of Tenant’s insurance policies providing coverage for all Improvements in the Premises (and, if Tenant has failed
to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would
have received had Tenant maintained insurance on such items as required by this Lease), in each case without any reduction for any applicable
deductible (collectively, the “ Insurance Proceeds ”). If the Term expires or this Lease is otherwise terminated
prior to completion of Tenant’s restoration work pursuant to this Section, Tenant shall pay to Landlord all Insurance Proceeds,
reduced only by the amount of actual restoration costs paid by Tenant with respect to such restoration work performed prior to such expiration
or earlier termination, and such payment shall be a condition precedent to Tenant’s vacating the Premises in the condition required
by this Lease in accordance with Section 21.

 15.5 Abatement
of Rent . If the Premises are damaged by Casualty, Basic Rent and Additional Rent for the portion of the Premises rendered
untenantable by the damage shall be abated on a reasonable basis from the date of damage until the earlier of (a) completion of Landlord’s
repairs, (b) the date upon which completion of Landlord’s repairs would have occurred but for delays caused by any Tenant Party,
or (c) the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be, unless a Tenant Party caused
such damage, in which case, Basic Rent and Additional Rent shall be abated only to the extent Landlord is compensated for such Rent by
loss of rents insurance proceeds, if any; however, in no event will payment of any insurance deductible be abated.

 15.6 Casualty
Waiver . The provisions of this Section 15 shall constitute Tenant’s sole and exclusive remedy in the event of damage
or destruction to the Premises, and Tenant waives and releases all rights and remedies in favor of Tenant in the event of damage or destruction.
Except for any abatement expressly provided under this Section 15, no damages, compensation or claim shall be payable by Landlord for
any inconvenience, any interruption or cessation of Tenant’s business, or any annoyance, in any case arising from any damage or
destruction of all or any portion of the Premises.

 16. Personal
Property Taxes . Tenant shall be liable for, and shall pay prior to delinquency, all taxes levied or assessed against personal
property, furniture, trade fixtures, and Improvements placed by any Tenant Party in the Premises or in or on the Building. If any taxes
for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or
if the assessed value of Landlord’s property is increased by inclusion of such personal property, furniture, trade fixtures, and
Improvements and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within 30 days following
written request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such
amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment, and thereafter
diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure
of the Premises or interest of Landlord therein or impose any fee or penalty against Landlord.

 17. Events
of Default . Each of the following occurrences shall be an “ Event of Default ”:

 17.1 Payment
Default . Tenant’s failure to pay Rent within five business days after Landlord has delivered written notice to Tenant
that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant
fails to pay Rent when due and, during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure
to pay Rent on one or more occasions;

 17.2 Prohibited
Payments . Tenant or any guarantor of Tenant’s obligations under this Lease becomes an entity from which Landlord
is legally prohibited from accepting Rent payments or otherwise transacting business;

 Bear Den Road
 18 Blacksburg, SC

 17.3 Failure
to Take Possession; Abandonment . Tenant (a) fails to take possession of the Premises when tendered by Landlord; or (b)
vacates the Premises or any substantial portion thereof for more than 30 days, or removes a substantial portion of its furniture, equipment
or files from the Premises, in either case unless (1) Tenant has notified Landlord in writing at least ten business days in advance that
it intends to vacate the Premises or any substantial portion thereof; (2) no Event of Default then exists and no event, circumstance or
condition has occurred or exists which, with the passage of time or giving of notice, would constitute an Event of Default; and (3) Tenant
fulfills all of its obligations under Section 21 hereof;

 17.4 Estoppel;
Subordination; Financial Reports . Tenant fails to provide any estoppel certificate, documentation regarding the subordination
of this Lease or financial reports after Landlord’s written request therefor pursuant to Section 25.5, Section 12.1, and Section
25.19 respectively, and such failure shall continue for five days after Landlord’s second written notice thereof to Tenant;

 17.5 Construction-Related
Documentation . Any Tenant Party commences any Improvements to the Premises or the Building without following the requirements
in this Lease (including those requirements in Section 8 or Exhibit D hereto, respectively) and such failure continues
for a period of more than 15 days after Landlord has delivered to Tenant written notice thereof;

 17.6 Insurance .
Tenant fails to procure and maintain the insurance policies and coverages required under this Lease or Tenant fails to deliver to Landlord
(within five business days after Landlord’s demand therefor) evidence of such insurance policies and coverages as required under
this Lease;

 17.7 Mechanic’s
Liens . Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s or construction
lien filed against the Premises for any work performed, materials furnished, or obligation incurred by or at the request of a Tenant Party,
within the time and in the manner required by Section 8.5;

 17.8 Unpermitted
Transfer . Tenant shall Transfer this Lease or Tenant’s interest therein except as expressly permitted in this Lease;

 17.9 Other
Defaults . Tenant’s failure to perform, comply with, or observe any agreement or obligation of Tenant under this Lease
other than provided in this Section 17 and the continuance of such failure for a period of more than 30 days after Landlord has delivered
to Tenant written notice thereof; however, if such failure cannot be cured within such 30-day period, and Tenant commences to cure such
failure within such 30-day period and thereafter diligently pursues such cure to completion, then such failure shall not be an Event of
Default unless it is not fully cured by the earliest of (a) 60 additional days after the expiration of the initial 30-day period, (b)
the date that is five business days prior to Landlord being in default of any agreement between Landlord and any third party as a result
of Tenant’s failure under this Lease, or (c) the expiration of the Term; and

 17.10 Insolvency .
The filing of a petition by or against Tenant (the term “Tenant” shall include, for the purpose of this Section 17.10, any
guarantor of Tenant’s obligations hereunder) (a) in any bankruptcy or other insolvency proceeding; (b) seeking any relief under
any state or federal debtor relief law; (c) for the appointment of a liquidator or receiver for all or substantially all of Tenant’s
property or for Tenant’s interest in this Lease; (d) for the reorganization or modification of Tenant’s capital structure;
or (e) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing
shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after
the filing thereof.

 Any notices to be provided
by Landlord under this Section 17 shall be in lieu of, and not in addition to, any notices required under applicable Law.

 18. Remedies .
Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,
take any one or more of the following actions:

 18.1 Termination
of Lease . Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord the
sum of (a) all Rent accrued hereunder through the date of termination, (b) all amounts due under Section 19.1, and (c) an amount equal
to (but in no event less than zero) (1) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted
to present value using the Discount Rate, minus (2) the then present fair rental value of the Premises for such period, similarly discounted;

 Bear Den Road
 19 Blacksburg, SC

 18.2 Termination
of Possession . Terminate Tenant’s right to possess the Premises without terminating this Lease by giving written
notice thereof to Tenant, in which event Tenant shall pay to Landlord (a) a…

EX-10.2 · FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT, DATED JUNE 1, 2026, BY

EX-10.2
 3
 ea029312701ex10-2.htm
 FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN CHEROKEE COUNTY, SOUTH CAROLINA AND USA RARE EARTH, INC

 Exhibit 10.2

 FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES
AGREEMENT

 BY AND AMONG

 CHEROKEE
COUNTY, SOUTH CAROLINA

 AND

 USA RARE EARTH, INC.

 JUNE 1, 2026

 TABLE
OF CONTENTS

 Page

 Article I

 DEFINITIONS

 Section 1.1
 Terms .
 3

 Article II

 REPRESENTATIONS AND WARRANTIES

 Section 2.1
 Representations of the County .
 5

 Section 2.2
 Representations of the Company .
 5

 Section 2.3
 Representations of the Sponsor Affiliates .
 6

 Article III

 FILOT PAYMENTS

 Section 3.1
 Negotiated Payments .
 6

 Section 3.2
 FILOT Payments on Replacement Property .
 8

 Section 3.3
 Reductions in Payments of Taxes Upon Removal, Condemnation or Casualty .
 8

 Section 3.4
 Place and Allocation of FILOT Payments .
 8

 Section 3.5
 Removal of Property .
 8

 Section 3.6
 Damage or Destruction of Project .
 8

 Section 3.7
 Condemnation .
 9

 Section 3.8
 Maintenance of Existence .
 9

 Section 3.9
 Confidentiality/Limitation on Access to Project .
 9

 Section 3.10
 Addition of Sponsor Affiliates.
 9

 Section 3.11
 Assignment .
 10

 Section 3.12
 Events of Default .
 10

 Section 3.13
 Remedies on Default .
 10

 Section 3.14
 Collection of FILOT Payments .
 11

 Section 3.15
 Remedies Not Exclusive .
 11

 Section 3.16
 Leased Equipment.
 11

 Section 3.17
 Waiver of Recapitulation Requirements .
 11

 Section 3.18
 Fiscal Year; Property Tax Year.
 11

 Section 3.19
 Reports; Filings .
 11

 Section 3.20
 Termination.
 11

 Article IV

 MISCELLANEOUS

 Section 4.1
 Notices .
 12

 Section 4.2
 Binding Effect .
 12

 Section 4.3
 Counterparts; Electronic Signatures .
 12

 Section 4.4
 Administration Expenses
 12

 Section 4.5
 Governing Law .
 13

 Section 4.6
 Headings .
 13

 Section 4.7
 Amendments .
 13

 Section 4.8
 Further Assurance .
 13

 Section 4.9
 Severability .
 13

 Section 4.10
 Limited Obligation .
 13

 Section 4.11
 Limitation of Liability .
 13

 Section 4.12
 Force Majeure.
 13

 Section 4.13
 Venue.
 13

 EXHIBIT A: Legal Description of Property

 EXHIBIT B: Form of Joinder Agreement

 i

 SUMMARY CONTENTS FEE AGREEMENT

 As permitted under Section 12-44-55(B) of the Act (as further defined
below) , the Parties (as further defined below) have agreed to waive the requirements of Section 12-44-55 of the Act. The following is
a summary of the key provisions of this Fee Agreement. This summary is inserted for convenience only and does not constitute a part of
this Fee Agreement or a summary compliant with Section 12-44-55 of the Act.

 Company Name:
 USA Rare Earth, Inc.
 Project Name:
 Project Liberty

 Projected Investment:
 $800,000,000
 Projected Jobs:
 325

 Location (street):
 Bear Den Road

 Tax Map No.: See Legal Description in Exhibit A

 1. FILOT

 Required Investment:
 $400,000,000

 Investment Period:
 8 years but if Company meets at least 75% of the Projected Investment by the end of 8 years then Investment Period automatically extends to 13 years
 Ordinance No./Date:
 2026-04

 Assessment Ratio:
 4%
 Term (years):
 40

 5-Year Average Millage:
 Initial millage rate of 360.5

 Clawback information:
 Statutory

 2. MCIP
 Joint County Industrial and Business Park (2026)

 Partner County
 Spartanburg County

 3. Infrastructure Credit

 N/A

 1

 FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES
AGREEMENT

 THIS FEE-IN-LIEU OF AD VALOREM TAXES AND
INCENTIVES AGREEMENT (“Fee Agreement”) is made and entered into as of June 1, 2026, by and between Cherokee County, South
Carolina (“County”), a body politic and corporate and a political subdivision of the State of South Carolina (“State”),
acting by and through the Cherokee County Council (“County Council”) as the governing body of the County, and USA Rare Earth,
Inc. a company formerly known to the County as Project Liberty, a Delaware corporation , along with any affiliated or related entities,
and assigns, as Sponsor (collectively, “Company”) and any other entity that may join as a Sponsor Affiliate as the term is
defined in this Fee Agreement (hereinafter, the County, the Company, and any Sponsor Affiliate(s) are referred to individually as a “Party”
and, collectively, as the “Parties”).

 WITNESSETH:

 (a) The
County, acting by and through its County Council, is authorized and empowered (i) under and pursuant to the provisions of Title 12, Chapter
44 of the Code of Laws of South Carolina, 1976 (the “Code”), as amended (the “Act”) to enter into agreements with
qualifying companies to encourage investment in projects constituting economic development property through which the economic development
of the State will be promoted by inducing new and existing manufacturing and commercial enterprises to locate and remain in the State
and thus utilize and employ manpower and other resources of the State and to covenant with such industry to accept certain fee payments
in lieu of ad valorem taxes (“FILOT”) with respect to such investment; and (ii) to make and execute contracts pursuant
to Section 4-9-30 of the Code, as amended; and

 (b) Pursuant
to Section 4-1-170, of the Code, as amended (“MCIP Act”), the County is authorized (i) to develop multi-county industrial
or business parks in partnership with counties having contiguous borders with the County, (ii) to include within the boundaries of such
parks the property of eligible companies; and

 (c) Under
the authority provided in the MCIP Act, the County has created or will create a multi-county park with Spartanburg County, South Carolina
(“Spartanburg County”) (the “Park”) through that certain “Agreement for the Development of Joint County
Industrial and Business Park (2026 Park)”, as amended (the “Park Agreement”); and

 (d) The
Company, as Sponsor, along with one or more existing, or to-be-formed or acquired subsidiaries, or affiliated or related entities and
any Sponsor Affiliate(s) (as defined in this Fee Agreement) that the Sponsor may designate and have the County approve in accordance with
the Act, contingent upon satisfaction of certain commitments made by and on behalf of the County, as set forth herein, and, to the extent
allowed by law, plans to establish one or more facilities in the County through the acquisition, lease, construction and purchase of certain
land, buildings, furnishings, fixtures, apparatuses, and equipment (the “Project”), which it expects will result in $800,000,000
in new capital investment in taxable real and taxable personal property in the County (collectively, “Investment”) and the
creation of no less than 325 new, full-time equivalent jobs; and

 (e) Pursuant
to the Act, the County has determined that (i) the Project is anticipated to benefit the general public welfare of the County by providing
services, employment, recreation, or other public benefits not otherwise adequately provided locally; (ii) the Project gives rise to no
pecuniary liability of the County or incorporated municipality or a charge against its general credit or taxing power; and (iii) the purposes
to be accomplished by the Project are proper governmental and public purposes and (iv) the benefits of the Project are greater than the
costs; and

 (f) Pursuant to a resolution
adopted March 2, 2026, the County Council identified the Project, as required under the Act, and pursuant to County Council Ordinance
No. 2026-04 adopted June 1, 2026, the County Council authorized (i) the execution and delivery of this Fee Agreement with the Company,
(ii) the approval of the Incentives, including the creation of the Park and ; the inclusion of the Project in the Park pursuant to the
Park Agreement; and (iii) other matters related thereto.

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 NOW, THEREFORE, AND IN CONSIDERATION of the respective
representations and agreements hereinafter contained, the parties hereto agree as follows, with the understanding that no obligation of
the County described herein shall create a pecuniary liability or charge upon its general credit or taxing powers, but shall be payable
solely out of the sources of payment described herein and shall not under any circumstances be deemed to constitute a general obligation
to the County:

 Article
I

DEFINITIONS

 Section 1.1 Terms .
The terms defined in this Article shall for all purposes of this Fee Agreement have the meaning herein specified, unless the context clearly
requires otherwise.

 “Act” has the meaning set forth in
the recitals.

 “Administration Expenses” has the meaning
set forth in Section 4.4. of this Fee Agreement.

 “Code” has the meaning set forth in
the recitals.

 “Commencement Date” means the
last day of the first property tax year during which Economic Development Property (defined below) is placed in service except that this
date must not be later than the last day of the property tax year that is three years from the year in which the County and the Sponsor
entered into this Fee Agreement .

 “Company” has the meaning set forth
in the first paragraph of this Fee Agreement.

 “County” means Cherokee County, South
Carolina, a body politic and corporate and political subdivision of the State of South Carolina, its successors and assigns, acting by
and through the Cherokee County Council as the governing body of the County.

 “County Council” means the Cherokee
County Council, the governing body of the County.

 “Department” and “SCDOR”
means the South Carolina Department of Revenue.

 “Diminution in Value” in respect of
any Phase of the Project means any reduction in the value, based on original fair market value as determined in Step 1 of Section 3.1
of this Fee Agreement, of the items which constitute a part of the Phase which may be caused by (i) the Company’s removal of equipment
pursuant to Section 3.5 of this Fee Agreement, (ii) a casualty to the Phase of the Project, or any part thereof, described in Section
3.6 of this Fee Agreement, or (iii) a condemnation to the Phase of the Project, or any part thereof, described in Section 3.7 of this
Fee Agreement.

 “Economic Development Property” means
all items of real and tangible personal property comprising the Project which qualify as economic development property under the Act,
become subject to this Fee Agreement, and which are identified by the Company and, as applicable, any Sponsor Affiliate(s) in connection
with its annual filing of a SCDOR PT-300 or comparable forms with the Department (as such filing may be amended from time to time) for
each year within the Investment Period, as that period may be extended by subsequent, formal action of County Council, or automatically
as permitted under the Act or under this Fee Agreement. Title to all Economic Development Property shall at all times remain vested in
the Company or, as applicable, in any of the Sponsor Affiliate(s), except as may be necessary to take advantage of the effect of Section
12-44-160 of the Act in the Company’s or, as applicable, any Sponsor Affiliate’s sole discretion.

 “Enhanced Investment” means an investment
at a project of at least $400,000,000 or $150,000,000 and 125 new, full time jobs within the Minimum Investment Period (as defined below),
all of which is further set forth in Section 12-44-30(7) of the Act.

 “Equipment” means all machinery, apparatus,
equipment, fixtures, office facilities, furnishings, and other personal property together with any and all additions, accessions, replacements
and substitutes thereto or therefor acquired by the Company or, as applicable, any Sponsor Affiliate, during the Investment Period as
a part of the Project under this Fee Agreement. The Equipment and its constituent parts together with any and all improvements or other
features constructed on, or personal property installed or placed on the Real Property by or for the Company, or, as applicable, any Sponsor
Affiliate, including without limitation, machinery, fixtures, trade fixtures, and other personal property are personal property for purposes
of applicable South Carolina law.

 “Event of Default” means any Event
of Default specified in Section 3.12 of this Fee Agreement.

 “Excess Value” has the meaning set
forth in Section 3.2(b) of this Fee Agreement.

 3

 “Fee Term” or “Term” means
the period from the date of execution of this Fee Agreement until the last Phase Termination Date unless sooner terminated or extended
pursuant to the terms of this Fee Agreement.

 “FILOT” means fee in lieu of ad
valorem tax(es).

 “FILOT Payment(s)” means the payment(s)
in lieu of ad valorem tax(es) which the Company or, as applicable, any Sponsor Affiliate, are obligated to pay to the County in
accordance with the formula set forth in Section 3.1 of this Fee Agreement.

 “Improvements” means improvements,
together with any and all additions, accessions, replacements and substitutions thereto or therefor developed or acquired by or on behalf
of the Company or, as applicable, the Sponsor Affiliate, during the Investment Period as part of the Project.

 “Investment Period” means the period
beginning with the first day that Economic Development Property is purchased or acquired for the Project and ending eight years after
the Commencement Date. The Investment Period shall be the Minimum Investment Period (as defined below) unless otherwise automatically
extended pursuant to the terms of this Fee Agreement or by a resolution of County Council in accordance with Section 12-44-30(13) of the
Act. In the event that the Company achieves at least seventy-five percent of the Investment by the end of the Minimum Investment Period,
the Investment Period shall be automatically extended by an additional five (5) years for a total Investment Period of thirteen (13) years.

 “Minimum Investment Period” means the
period beginning with the first day that Economic Development Property is purchased or acquired for the Project and ending eight years
after the Commencement Date.

 “Original Value” has the meaning set
forth in Section 3.2(a) of this Fee Agreement.

 “Phase” or “Phases” in
respect to the Project means the Equipment, Improvements, Economic Development Property, and Real Property, if any, placed in service
during each year of the Investment Period.

 “Phase Termination Date” means with
respect to each Phase of the Project the last day of the thirty-ninth (39 th ) year after each such Phase of the Project becomes
subject to the terms of this Fee Agreement. Anything contained herein to the contrary notwithstanding, the last Phase Termination Date
shall be no later than December 31 of the year of the expiration of the thirty-ninth (39 th ) full calendar year, after the end
of the Investment Period.

 “Project” is further defined herein
to mean the Equipment, Improvements, and Real Property, together with the acquisition, construction, installation, design and engineering
thereof.

 “Real Property” means the real property
upon which any part of the Project is to be constructed and expanded, as described in Exhibit A attached hereto and as supplemented from
time to time, together with all and singular the rights, members, hereditaments and appurtenances belonging or in any way incident or
appertaining thereto acquired or constructed by the Company or, as applicable, any Sponsor Affiliate; all Improvements now or hereafter
situated thereon; and all fixtures now or hereafter attached thereto, but only to the extent such Improvements and fixtures are deemed
to become part of the Project under the terms of this Fee Agreement.

 “Removed Components” has the meaning
set forth in Section 3.5 of this Fee Agreement.

 “Replacement Property” means any property
that is placed in service as a replacement for any item of Equipment or any Improvement that is scrapped or sold by the Company or, as
applicable, any Sponsor Affiliate and treated as a Removed Component under Section 3.5 hereof, regardless of whether such property serves
the same function as the property it is replacing and regardless of whether more than one piece of property replaces any item of Equipment
or any Improvement.

 “Replacement Value” has the meaning
set forth in Section 3.2 of this Fee Agreement

 4

 “Sponsor” means the Company.

 “Sponsor Affiliate” means an entity
that joins with or is an affiliate of the Company, or that otherwise has a contractual relationship with the Company in respect of the
Project, whose Investment with respect to the Project shall be considered part of the Investment and qualify for FILOT Payments pursuant
to Section 3.1 hereof and Sections 12-44-30(20) and 12-44-130 of the Act, who is approved in accordance with Section 3.10 of this Fee
Agreement, and who enters into a Joinder Agreement in a form substantially similar to that attached hereto as Exhibit B.

 “Statutory Minimum Investment” shall
mean an investment of at least $2,500,000 in real or personal property subject to ad valorem taxation (in the absence of this Fee
Agreement) by the Company, or, if applicable, any Sponsor Affiliate, as defined under Section 12-44-30(14) of the Act.

 Any reference to any agreement or document in this
Article I or otherwise in this Fee Agreement is deemed to include any and all amendments, supplements, addenda, and modifications to such
agreement or document.

 Article
II

REPRESENTATIONS AND WARRANTIES

 Section 2.1 Representations
of the County . The County hereby represents and warrants to the Company and any Sponsor Affiliate as follows:

 (a) The
County is a body politic and corporate and a political subdivision of the State that acts through the County Council as its governing
body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and
to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all
other agreements described herein or therein.

 (b) Based
solely on the information provided to the County by the Company, the Project constitutes a “project” within the meaning of
the Act.

 (c) By
due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal
property comprising the Project shall be considered Economic Development Property under the Act.

 (d) Although
the parties are unaware of any Zoning applicable to the Project and the Project Site, the County agrees that it will assist the Company
and any Sponsor Affiliates with modifying any Zoning, as necessary, to ensure the Project can be operated at the Project Site in the County.

 Section 2.2 Representations
of the Company . The Company hereby represents and warrants to the County as follows:

 (a) The
Company is a corporate entity, authorized or to be authorized to transact business under the laws of the State of South Carolina, and
has the power to enter into this Fee Agreement.

 (b) To
its actual knowledge, the Company’s execution and delivery of this Fee Agreement and its compliance with the provisions hereof do
not result in a default, not waived or cured, under any agreement or instrument to which the Company is now a party or by which it is
bound.

 (c) The
Company intends to operate the Project as a “project” within the meaning of the Act as in effect on the date hereof. The Company
intends to operate the Project for such purposes as permitted under the Act, as the Company may deem appropriate.

 5

 (d) The
availability of the FILOT, with regard to the Economic Development Property authorized by the Act, along with other incentives provided
by the County, have induced the Company to undertake the Project in the County.

 Section 2.3 Representations
of the Sponsor Affiliate(s) . With respect to any Sponsor Affiliate who joins as a party to this Fee Agreement, each such Sponsor
Affiliate hereby represents and warrants to the County as follows:

 (a) The
Sponsor Affiliate is organized as set forth in the Joinder Agreement, is authorized or will be authorized to transact business under the
laws of the State of South Carolina, and has the power to enter into this Fee Agreement.

 (b) To
its actual knowledge, the Sponsor Affiliate’s execution and delivery of this Fee Agreement, or as applicable, the execution and
delivery of a Joinder Agreement, and its compliance with the provisions hereof do not result in a default, not waived or cured, under
any agreement or instrument to which the Sponsor Affiliate is now a party or by which it is bound.

 Article
III

FILOT PAYMENTS

 Section 3.1 Negotiated Payments .

 (a) Pursuant
to Section 12-44-50 of the Act, the Company and, as applicable, any Sponsor Affiliate, are required to make FILOT Payments on all Economic
Development Property comprising the Project and placed in service, with respect to each Phase of the Project, on or before each December
31 within the Investment Period.

 (b) The
amount of such annual FILOT Payments shall be determined by the following procedure:

 Step 1:
 Determine the fair market value of the Phase of the Project placed in service in any given year for such year and for the following thirty-nine
(39) years (or, if greater, the maximum number of years for which the annual FILOT payments are available to the Company and any Sponsor
Affiliate for each Phase of the Project under the Act), using the original income tax basis for State income tax purposes for any real
property (provided, if real property is constructed for the Project or is purchased in an arms-length transaction, fair market value
is deemed to equal the original income tax basis, otherwise, the Department will determine fair market value by appraisal) and the original
income tax basis for State income tax purposes less depreciation for such year and each of the following thirty-nine (39) years (or,
if greater, the maximum number of years for which the annual FILOT Payments are available to the Company and any Sponsor Affiliate for
each Phase of the Project under the Act) for any personal property as determined in accordance with Title 12 of the Code, as amended
and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement, except that no extraordinary obsolescence
shall be allowable but taking into account all applicable property tax exemptions that would be allowed to the Company, and, as applicable,
any Sponsor Affiliate, under State law, if the property were taxable, except those exemptions specifically disallowed under Section 12-44-50(A)(2)
of the Act, as amended, and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement.

 Step 2:
 Apply an assessment ratio of 4.0% to the fair market value as determined for each year in Step 1 to establish the taxable value of each
Phase of the Project in the year it is placed in service and in each of the thirty-nine (39) years thereafter or such longer period of
years that the annual FILOT Payment is permitted to be made by the Company or, as applicable, by any Sponsor Affiliate, under the Act.

 Step 3:
 Multiply the taxable value determined in the preceding step by a millage rate, which is equal to
 360.5 mills, which is that rate in effect on June 30, 2025, for all taxing entities for the Project (which millage rate shall be
 adjusted every fifth year in accordance with Section 12-44-50(A)(1)(b)(ii) of the Act, in step with the average cumulative actual
 millage rate applicable to the Project based upon the preceding five-year period), to determine the amount of the FILOT Payments
 that would be due each year of the Fee Term for a total of forty (40) years for each item of eligible Project property, or such
 longer period of years that the annual fee payment is permitted to be made by the Company and, as applicable, any Sponsor Affiliate,
 under the Act.

 6

 (c) The
County agrees to use its best efforts to ensure that the Project is incorporated and remains in the Park during the Fee Term. If, for
any reason, the Park Agreement is modified, or otherwise terminated, then the County shall ensure that the Project shall be immediately
placed into another multi-county industrial park arrangement established pursuant to the MCIP Act, to which the County is a party and
that would enable the Company and, as applicable, any Sponsor Affiliate, to receive the benefits afforded by having the Project incorporated
into a Park.

 (d) In
the event that the Act, the above-described FILOT Payments are declared invalid or unenforceable, in whole or in part, for any reason,
the Parties express their intentions that such payments and this Fee Agreement be reformed so as to most closely effectuate the legal,
valid, and enforceable intent thereof and so as to afford the Company and any Sponsor Affiliate, with the benefits to be derived hereunder,
including the total value of tax benefits to the Company and any Sponsor Affiliate. If the Act is declared to be unconstitutional by a
final court decision, then included in such contemplated reformation may be to retroactively convert the FILOT Payments to a “Big
Fee Super Fee” under Title 4, Chapter 29 of the Code, or any successor or similar Code provisions that allows the same or comparable
treatment of the Project as a “Big Fee Super Fee”, with the effective date of such conversion being the same as the date of
this Fee Agreement. If the Project is deemed to be subject to ad valorem taxation, subject to any reformation that may result from
operation of this Section 3.1(d) that may impact ad valorem taxation, the ad valorem taxes to be paid to the County by the
Company and, as applicable, any Sponsor Affiliate, shall become equal to the amount that would result from taxes levied on the Project
by the County, municipality or municipalities, school district or school districts, and other political units as if the Project was and
had not been Economic Development Property under the Act. In such event, any amount of ad valorem taxes determined to be due and
owing to the County from the Company, and, as applicable, any Sponsor Affiliate, as the case may be, with respect to a year or years for
which FILOT Payments have been previously remitted by the Company and, as applicable, any Sponsor Affiliate, to the County hereunder,
shall be reduced by the total amount of FILOT payments made by the Company, and, as applicable, any Sponsor Affiliate, with respect to
the Project pursuant to the terms hereof, and further reduced by any property tax abatements or exemptions otherwise provided by South
Carolina law.

 (e) In
the event that the Company, together with any Sponsor Affiliates, as applicable, fails to collectively achieve the Enhanced Investment
requirements, as defined herein, by the end of the Minimum Investment Period, then the assessment ratio (as described in 3.1(b), Step
2 above) shall (i) automatically revert prospectively from 4.0% to 6.0%, beginning with the FILOT Payment(s) due for the first year following
the property tax year to which the last year of the Minimum Investment Period applies; all in accordance with Section 12-44-100 of the
Act. For the avoidance of doubt, and notwithstanding Section 3.15, so long as a Party individually invests the Statutory Minimum Investment
within the Investment Period, then the County shall not be entitled to any additional repayment or recovery beyond what is expressly set
forth in Section 3.1(e), including any repayment or recovery constituting the difference between a 10.5% assessment ratio applicable to
manufacturing property as well as non-manufacturing personal property and the 6.0% assessment ratio applicable under this section of the
Fee Agreement for the duration of the term of the Fee Agreement. Any repayment that the County is entitled to receive as a result of the
failure by the Company and the Sponsor Affiliates to achieve the Enhanced Investment by the end of the Minimum Investment Period shall
be due within 30 days of receipt of an amended bill from the County.

 (f) In
the event the Company, together with any Sponsor Affiliate(s), fails to invests the Statutory Minimum Investment within the Minimum Investment
Period, then this Agreement shall terminate and the Company and any Sponsor Affiliate(s) shall be obligated to pay the County an amount
which is equal to the excess, if any, of (i) the total amount of ad valorem taxes as would result from taxes levied on the Project
by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property
comprising the Economic Development Property were not Economic Development Property, but with appropriate reductions equivalent to all
tax exemptions and abatements to which the Company and such Sponsor Affiliate(s) would be entitled in such a case, through and including
the end of the Minimum Investment Period, over (ii) the total amount of FILOT Payments the Company and such Sponsor Affiliate(s) have
made with respect to the Economic Development Property for the period through and including the end of the Minimum Investment Period.
Any amounts determined to be owing pursuant to the foregoing sentence shall be payable by the Company or Sponsor Affiliate(s), as applicable,
to the County on or before the 30 th day following the filing of a SCDOR PT-300 or comparable forms with the Department (as
such filing may be amended from time to time) for the period including the last day of the Minimum Investment Period. For the avoidance
of doubt, the County agrees that Company and, as applicable, any Sponsor Affiliate(s) shall be severally liable for repayment or recovery
attributable only to the Economic Development Property claimed on its respective SCDOR PT-300 or comparable forms with the Department
(as such filing may be amended from time to time).

 7

 Section 3.2 FILOT
Payments on Replacement Property . If the Company and, as applicable, any Sponsor Affiliate elect to replace any Removed Components
and to substitute such Removed Components with Replacement Property as a part of the Project, then, pursuant and subject to Section 12-44-60
of the Act, the Company, and, as applicable, any Sponsor Affiliate shall make statutory payments in lieu of ad valorem taxes with
regard to such Replacement Property as follows:

 (a) to
the extent that the income tax basis of the Replacement Property (“Replacement Value”) is less than or equal to the original
income tax basis of the Removed Components (“Original Value”) the amount of the FILOT Payments to be made by the Company and,
as applicable, the Sponsor Affiliate, with respect to such Replacement Property, shall be calculated in accordance with Section 3.1 hereof;
provided, however, in making such calculations, the original cost to be used in Step 1 of Section 3.1 shall be equal to the lesser of
(x) the Replacement Value or (y) the Original Value, and the number of annual payments to be made with respect to the Replacement Property
shall be equal to forty (40) (or, if greater, the maximum number of years for which the annual FILOT payments are available to the Company
and any Sponsor Affiliate for each Phase of the Project under the Act) minus the number of annual FILOT Payments that have been made with
respect to the oldest Removed Components disposed of in the same property tax year as the Replacement Property is placed in service; and

 (b) to
the extent that the Replacement Value exceeds the Original Value of the Removed Components (“Excess Value”), the FILOT Payments
to be made by the Company and, as applicable, any Sponsor Affiliate, with respect to the Excess Value only, shall be equal to the ad
valorem tax payment that would be due if the property were not Economic Development Property.

 Section 3.3 Reductions
in Payments of Taxes Upon Removal, Condemnation or Casualty . In the event of a Diminution in Value of any Phase of the Project
after the Investment Period and during the remainder of the Fee Term, the FILOT Payment with regard to that Phase of the Project shall
be reduced in the same proportion as the amount of such Diminution in Value bears to the original fair market value of that Phase of the
Project, as determined pursuant to Step 1 of Section 3.1 hereof.

 Section 3.4 Place
and Allocation of FILOT Payments . The Company and, as applicable, any Sponsor Affiliate, shall make the above-described FILOT
Payments directly to the County in accordance with applicable law as to payment, collection, and enforcement of FILOT Payments. FILOT
Payments are to be allocated in accordance with the Act. The Company and, as applicable, any Sponsor Affiliate has no responsibility or
obligation with regard to allocation of FILOT Payments.

 Section 3.5 Removal
of Property . The Company and, as applicable, any Sponsor Affiliate, shall be entitled to remove the following types of components
or Phases of the Project or portions thereof, including any item of Equipment or any Improvement, from the Project with the result that
said components or Phases (“Removed Components”) shall no longer be considered a part of the Project and shall no longer be
subject to the terms of this Fee Agreement: (a) components or Phases of the Project or portions thereof which the Company, or, as applicable,
any Sponsor Affiliate, in their respective sole discretion, determine to be inadequate, obsolete, uneconomic, worn-out, damaged, unsuitable,
undesirable, or unnecessary; or (b) components or Phases of the Project or portions thereof that the Company, or, as applicable, any Sponsor
Affiliate, in their respective sole discretion, elect to remove pursuant to Section 3.6(c) or Section 3.7(b)(iii) hereof.

 Section 3.6 Damage
or Destruction of Project .

 (a) Election
to Terminate . In the event the Project is damaged by fire, explosion, or any other casualty, the Company and, as applicable, any Sponsor
Affiliate, shall be entitled to terminate this Fee Agreement as to that entity in accordance with Section 3.21.

 (b) Election
to Rebuild . In the event the Project is damaged by fire, explosion, or any other casualty, and if the Company or, as applicable, any
Sponsor Affiliate, does not elect to terminate this Fee Agreement as to that entity, the Company or, as applicable, any Sponsor Affiliate
may, in its sole discretion, commence to restore the Project with such reductions or enlargements in the scope of the Project, changes,
alterations, and modifications (including the substitution and addition of other property) as may be desired by the Company or, as applicable,
any Sponsor Affiliate. All such restorations and replacements shall be considered substitutions of the destroyed portions of the Project
and shall be considered part of the Project for all purposes hereof, including, but not limited to, any amounts due by the Company or,
as applicable, any Sponsor Affiliate, to the County under Section 3.1 hereof, to the extent allowed by the Act.

 8

 (c) Election
to Remove . In the event the Company and, as applicable, any Sponsor Affiliate, elects not to terminate this Fee Agreement pursuant
to subsection (a) and elects not to rebuild pursuant to subsection (b), the damaged portions of the Project shall be treated as Removed
Components.

 Section 3.7 Condemnation .

 (a) Complete
Taking . If, at any time during the Fee Term, title to or temporary use of the entire Project should become vested in a public or quasi-public
authority by virtue of the exercise of a taking by condemnation, inverse condemnation or the right of eminent domain, or by voluntary
transfer under threat of such taking, or in the event that title to a portion of the Project shall be taken rendering continued operation
of the Project commercially infeasible in the judgment of the Company and, as applicable, any Sponsor Affiliate, then the Company or any
Sponsor Affiliate (with respect to its respective Project property only) shall have the option to terminate this Fee Agreement in accordance
with Section 3.20.

 (b) Partial
Taking . In the event of a partial taking of the Project or transfer in lieu thereof, the Company or, as applicable, any Sponsor Affiliate,
may elect (with respect to its respective interest in the Project property): (i) to terminate this Fee Agreement in accordance with Section
3.20; (ii) to repair and restore the Project, with such reductions or enlargements in the scope of the Project, changes, alterations and
modifications (including the substitution and addition of other property) as may be desired by the Company or, as applicable, any Sponsor
Affiliate; or (iii) to treat the portions of the Project so taken as Removed Components.

 Section 3.8 Maintenance
of Existence . The Company and, as applicable, any Sponsor Affiliate agree that they will maintain their good standing under all
applicable provisions of State law, subject to the qualification set forth in the next sentence. In the event of any merger, reorganization,
sale of all or substantially all of the assets of the Company or any Sponsor Affiliate or any similar transaction, benefits granted to
the Company and, as applicable, any Sponsor Affiliate, under this Fee Agreement shall, in the event of any such transaction, be transferred
to the successor entity or an affiliate under the provisions of Section 3.11 hereof. Such transfers to a successor entity are specifically
approved and authorized by the County without any further action by the County Council.

 Section 3.9 Confidentiality/Limitation
on Access to Project . The County acknowledges and understands that the Company and, as applicable, any Sponsor Affiliate, utilize
confidential and proprietary “state-of-the-art” information and data in their operations, and that a disclosure of any information,
including, but not limited to, disclosures of financial or other information concerning the Company’s operations and, as applicable,
any Sponsor Affiliate’ operations, could result in substantial harm to them and could thereby have a significant detrimental impact
on their employees and also upon the County. Therefore, the County agrees that, except as required by law and pursuant to the County’s
police powers, neither the County nor any employee, agent or contractor of the County: (i) will request or be entitled to receive any
such confidential or proprietary information; (ii) will request or be entitled to inspect the Project or any property associated therewith;
or (iii) will knowingly and intentionally disclose or otherwise divulge any such confidential or proprietary information to any other
person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law provided that the County
will exercise commercially reasonable efforts to provide the Company and, as applicable, any Sponsor Affiliate written notice before any
such disclosure sufficient for the Company or any Sponsor Affiliate to seek a protective order or other remedy and disclose only such
information as is required. Subject in all cases to compliance with applicable law, the County agrees to abide by the terms of respective
non-disclosure agreements entered into by the County with the Company and the Sponsor Affiliate. Prior to disclosing any confidential
or proprietary information, the Company and, as applicable, any Sponsor Affiliate, may require the execution of reasonable, individual
confidentiality and non-disclosure agreements by any officers, employees or agents of the County or any supporting or cooperating governmental
agencies who would gather, receive or review such information.

 Section 3.10 Addition
of Sponsor Affiliates. Upon request of and at the expense of the Company, the County Council may by adoption of a resolution approve
any future Sponsor Affiliate that qualifies under the Act for the benefits offered under this Fee Agreement and who agrees to be bound
by the provisions hereof to be further evidenced by such future Sponsor Affiliate entering into a Joinder Agreement in a form substantially
similar to that attached to this Fee Agreement as Exhibit B, subject to any reasonable changes not materially adverse to the County. The
County, in lieu of adopting a resolution, may approve any future Sponsor Affiliate by way of the County Administrator and Chair of the
County Council jointly executing and returning the Joinder Agreement, in a form substantially similar to that attached hereto as Exhibit
B to the Company and Sponsor Affiliate. The approval of any Sponsor Affiliates by the County shall not be unreasonably withheld and the
methods for approval as set forth in this Section are specifically approved and authorized by the County without any further action by
the County Council.

 9

 Section 3.11 Assignment .
The Sponsor or, as applicable, any Sponsor Affiliate (subject to any third party agreements that restrict the Sponsor or Sponsor Affiliate’s
assignment or transfer rights), may assign this Fee Agreement, in whole or in part, or all or substantially all of the Economic Development
Property to which this Fee Agreement relates, in whole or in part, in accordance with Section 12-44-120(D), which expressly provides that
a Sponsor may transfer this Fee Agreement, or substantially all of the Economic Development Property to which this Fee Agreement relates,
to a Sponsor Affiliate without the requirement of County or County Council approval. At the written request of the Sponsor or any Sponsor
Affiliate to the County, the County Administrator is specifically approved, authorized and instructed by County Council to provide consent
on behalf of the County to such assignment in accordance with Section 120-44-120(D)(i), such consent or ratification not to be unreasonably
withheld, conditioned or delayed; provided, however, that the County hereby expressly consents in advance to any such transfer or assignment
of this Fee Agreement, in whole or in part, by the Sponsor or any Sponsor Affiliate, or all or substantially all of the Economic Development
Property to which this Fee Agreement relates, in whole or in part, to any entity, now existing or to be formed in the future, that controls,
is controlled by, or is under common control with, the Sponsor or Sponsor Affiliate. Further, the County hereby expressly consents in
advance to any such transfer or assignment of this Fee Agreement, in whole or in part, by the Sponsor Affiliate, or all or substantially
all of the Economic Development Property to which this Fee Agreement relates, in whole or in part, to a purchaser of Sponsor Affiliate’s
interest in all or a portion of the Economic Development Property subject to this Fee Agreement. The Sponsor, or any Sponsor Affiliate,
agrees to notify the County and the Department of the identity of the proposed transferee within 60 days of the transfer. In case of a
transfer, the transferee assumes the transferor’s basis in the Economic Development Property for purposes of calculating the FILOT
Payments.

 Section 3.12 Events
of Default . The following are “Events of Default” under this Fee Agreement, and the term “Events of Default”
means, whenever used with reference to this Fee Agreement, any one or more of the following occurrences:

 (a) Failure
by the Company or, as applicable, any Sponsor Affiliate, to make, upon levy, the FILOT Payments described in Section 3.1 hereof of which
default has not been cured within thirty (30) days of written notice of nonpayment from the County; provided, however, the invoice related
to such FILOT Payment shall constitute sufficient notice under this Section 3.12; provided, however, that the Company or, as applicable,
the Sponsor Affiliate, shall have all redemption rights for non-payment of taxes granted by applicable statutes;

 (b) Failure
of the Company or, as applicable, any Sponsor Affiliate, to make payment of any other amounts payable to the County under the Fee Agreement,
of which default has not been cured within thirty (30) days of written notice of nonpayment from the County;

 (c) Failure
by any Party to perform any of the other material terms, conditions, obligations or covenants of such Party hereunder, provided that the
breaching Party is given written notice of its breach and fails to cure within thirty (30) days of the notice.

 In the Event of Default by either the Sponsor or a Sponsor Affiliate
party shall not be deemed to be an Event of Default under this Section 3.12 by any other non-breaching Party to this Fee Agreement. Each
Event of Default shall run solely to the Party that has committed the Event of Default hereunder.

 Section 3.13 Remedies
on Default . Whenever any Event of Default shall have occurred and shall be continuing, the non-breaching Party, after the notice
(if any) and cure periods (if any) set forth in Section 3.12, shall have the option to take any one or more of the following actions:

 (a) Terminate
the Fee Agreement as to the Party in default only; or

 (b) Take
whatever action at law or in equity that may appear necessary or desirable to enforce, in any respect, this Fee Agreement.

 (c) No
delay or omission to exercise the aforementioned remedies accruing upon any continuing default hereunder shall impair any such right or
power or shall be construed to be a waiver thereof.

 10

 (d) With
respect to the failure to achieve any of the investment or job requirements hereunder, the exclusive remedy under this Fee Agreement for
the County is further set forth in Sections 3.1(e) and 3.1(f).

 Section 3.14 Collection
of FILOT Payments. In addition to all other remedies herein provided, the nonpayment of FILOT Payments by the Company or, as applicable,
any Sponsor Affiliate, as well as any payments required under Section 3.1 hereof, shall constitute a lien on the Project for tax purposes
as provided in Section 12-44-90 of the Act. In this regard, and notwithstanding anything in this Fee Agreement to the contrary, the County
may exercise any and all remedies by general law (including, for example, Title 12, Chapter 49, of the Code) relating to the collection
of ad valorem taxes to collect any FILOT Payments due hereunder.

 Section 3.15 Remedies
Not Exclusive . Except as expressly set forth in Section 3.13(d) of this Agreement, no remedy conferred upon or reserved to the
County under this Fee Agreement is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall
be cumulative and shall be in addition to every other lawful remedy now or hereafter existing. No delay or omission to exercise any right
or power accruing upon any continuing default hereunder shall impair any such right or power or shall be construed to be a waiver thereof,
but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the County
to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be herein expressly required
and such notice required at law or equity that the Company cannot waive by law.

 Section 3.16 Leased
Equipment. To the extent that applicable law allows or is revised or construed to allow the benefits of the Act, in the form of
FILOT Payments as described in Section 3.1 hereof, to be applicable to personal property to be installed at the Project and leased to
but not purchased by the Company or, as applicable, any Sponsor Affiliate, from at least one third party, under any form of lease, then
that personal property, at the Company’s or Sponsor Affiliates’ sole election, will become subject to FILOT Payments to the
same extent as the Equipment under this Fee Agreement, upon proper application of the law and applicable procedures by the Company, and,
as applicable, any Sponsor Affiliate, and so long as the value of such leased assets are reported by the Company or any Sponsor Affiliate,
as applicable, on their respective SCDOR PT-300.

 Section 3.17 Waiver
of Recapitulation Requirements . As permitted under Section 12-44-55 of the Act, the Company, any Sponsor Affiliate, as applicable,
and County hereby waive application of any of the recapitulation requirements as set forth in Section 12-44-55, to the extent that, and
so long as, the Company or any Sponsor Affiliate provides the County with copies of all filings which the Company or any Sponsor Affiliate
is required to make pursuant to the Act.

 Section 3.18 Fiscal
Year; Property Tax Year. If the Company’s and, as applicable, any Sponsor Affiliate’s, fiscal year changes so as to
cause a change in the Company’s or Sponsor Affiliates’ property tax year, then the timing of the requirements of this Fee
Agreement are automatically revised accordingly to reflect such adjusted period.

 Section 3.19 Reports;
Filings . Each year during the term of this Fee Agreement, the Company shall deliver to the Cherokee County Auditor a copy of their
most recent annual property tax returns filed with the Department with respect to the applicable portions of the Project. The Company
shall file a copy of this Fee Agreement, as well as a copy of the completed forms PT-443 of the Department, with the Cherokee County and
Spartanburg County Auditor, the Cherokee County and Spartanburg County Assessor and the Department within thirty (30) days after the date
of execution and delivery hereof. The Company shall also provide a copy of the executed Fee Agreement and PT-443 to the County Administrator
and the County’s Economic Development Director.

 Section 3.20 Termination.
Prior to the stated expiration of the Term of this Fee Agreement, the Company and, if applicable, any Sponsor Affiliate (subject to any
third party agreements or Joinder Agreement with the Company that may restrict the Company or Sponsor Affiliate’s termination right)
may, at any time by written notice to the County signed by the Company, provide for the termination of this Fee Agreement, in whole but
not in part, effective immediately upon giving such notice or upon such date as may be specified in the notice. Upon any such termination,
the Parties to this Agreement will have no further obligations under this Agreement, provided that the Company’s or, as applicable,
any Sponsor Affiliate’s obligation to make payments to the County of all payments that have become due and payable under this Fee
Agreement will survive such termination, with the sole consequence to the Company or Sponsor Affiliate, as applicable, being that it shall
no longer be entitled to the benefit of the FILOT Payments provided herein and the property constituting the Project shall thereafter
be subject to ad valorem tax treatment required by law and, except as may be expressly provided herein, in no event shall the Company
or Sponsor Affiliate be required to repay to the County the amount of any tax benefit previously received hereunder.

 11

 Article
IV

MISCELLANEOUS

 Section 4.1 Notices .
All notices for this Agreement will be given in writing, will refer to this Agreement and will be personally delivered or sent by receipted
facsimile transmission or registered or certified mail (return receipt requested) to the address set forth below the parties’ signatures
at the end this Agreement. Any party may from time to time change its notice address by giving the other party notice of the change in
accordance with this Section 4.1.:

 AS TO THE COUNTY:
 Cherokee County, South Carolina

 ATTN: County Administrator

 110 Railroad Ave.

 Gaffney, SC 29340

 Telephone: (864) 487-2560

 Facsimile: (864) 487-2594

 Email: marvin.bishop@cherokeecountysc.com

 WITH A COPY TO:
 Kozlarek Root Law LLC

 (shall not constitute notice)
 ATTN: Michael Kozlarek

 Post Office Box 565

 Greenville, SC 29602-0565

 Telephone: (864) 527-5941

 Email: michael@kozlarekroot.com

 AS TO THE COMPANY:
 USA Rare Earth, Inc.

 Attn: David Kronenfeld

 100 West Airport Road

 Stillwater, OK 74075

 Telephone: (813) 867-6155

 Email: david.kronenfeld@usare.com

 WITH A COPY TO:
 Parker Poe Adams & Bernstein LLP

 (shall not constitute notice)
 ATTN: Sam Moses, Esquire

 1221 Main Street, Suite 1100

 Columbia, SC 29201

 Telephone: (803) 255-8000

 Facsimile: (803) 255-8017

 Email: sammoses@parkerpoe.com

 Section 4.2 Binding
Effect . This Fee Agreement is binding, in accordance with its terms, upon and inure to the benefit of the Company, any Sponsor
Affiliate and the County, and their respective successors and assigns, to the extent allowed by law. In the event of the dissolution of
the County or the consolidation of any part of the County with any other political subdivision or the transfer of any rights of the County
to any other such political subdivision, all of the covenants, stipulations, promises and agreements of this Fee Agreement shall bind
and inure to the benefit of the successors of the County from time to time and any entity, officer, board, commission, agency or instrumentality
to whom or to which any power or duty of the County has been transferred.

 Section 4.3 Counterparts;
Electronic Signatures . This Agreement may be executed in any number of counterparts and each such executed counterpart shall be,
and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate but one
and the same instrument. This Agreement may be circulated for signature through electronic transmission, including, without limitation,
facsimile and email, and all signatures so obtained and transmitted shall be deemed for all purposes under this Agreement to be original
signatures and may conclusively be relied upon by any Party to this Agreement.

 Section 4.4 Administration
Expenses . The Company agrees to pay the reasonable and necessary fees and costs of its outside attorneys and other outside consultants
incurred by the County with respect to this Agreement (“Administration Expenses”), provided, however, that no such Administration
Expense shall be reimbursable to the County until the County has furnished to the Company a statement in writing indicating the amount
of such Administration Expense and the reason it has been or will be incurred. The Company agrees to reimburse the Administration Expenses
to the County when and as they shall become due, but in no event later than the date which is the earlier of any payment date expressly
provided for in this Fee Agreement or the date which is thirty (30) days after receiving written notice from the County, accompanied by
such supporting documentation as may be necessary to evidence the County’s right to receive such payment, specifying the nature
of such expense and requesting payment of same. Notwithstanding the previous, the Administration Expenses as it relates to the drafting
and negotiation of this Fee Agreement and the ancillary documentation, specifically any resolutions, ordinances and other agreements related
to this Project or this Fee Agreement shall not exceed $7,500 and may be provided for by fixed fee or other arrangement and invoiced with
such general description as the attorney performing such work deems appropriate.

 12

 Section 4.5 Governing
Law . This Fee Agreement and all documents executed in connection herewith shall be construed in accordance with and governed by
the laws of the State.

 Section 4.6 Headings .
The headings of the articles and sections of this Fee Agreement are inserted for convenience only and shall not be deemed to constitute
a part of this Fee Agreement.

 Section 4.7 Amendments .
The provisions of this Fee Agreement may only be modified or amended in writing by an agreement or agreements lawfully entered into between
the Parties.

 Section 4.8 Further
Assurance . From time to time, and at the Company’s and Sponsor Affiliates’ expense, the County agrees to execute and
deliver to the Company and Sponsor Affiliates such additional instruments as either may reasonably request to effectuate the purposes
of this Fee Agreement.

 Section 4.9 Severability .
If any provision of this Fee Agreement is declared illegal, invalid or unenforceable for any reason, the remaining provisions hereof shall
be unimpaired, and such illegal, invalid or unenforceable provision shall be reformed so as to most closely effectuate the legal, valid
and enforceable intent thereof and so as to afford the Company, and, as applicable, any Sponsor Affiliate, with the maximum benefits to
be derived herefrom, it being the intention of the County to offer the Company and, as applicable, any Sponsor Affiliate, the strong inducement
to locate the Project in the County.

 Section 4.10 Limited
Obligation . NEITHER THE PROJECT NOR THE NEGOTIATION, EXECUTION, DELIVERY OR IMPLEMENTATION OF THIS FEE AGREEMENT SHALL GIVE RISE
TO ANY PECUNIARY LIABILITY OF THE COUNTY OR ANY INCORPORATED MUNICIPALITY NOR TO ANY CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWER.

 Section 4.11 Limitation
of Liability . In no event will either Party be liable for any loss of data, loss of profits, cost of cover or other special, incidental,
consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this agreement, however caused and regardless
of theory of liability.

 Section 4.12 Force
Majeure. The Company and, as applicable, a Sponsor Affiliate shall not be responsible for any delays or non-performance caused
in whole or in part, directly or indirectly, by any act of God; act of a public enemy; war; riot; sabotage; blockage; embargo; failure
or inability to secure materials, supplies, or labor through ordinary sources; labor strike, lockout, or other labor or industrial disturbance
(whether or not on the part of agents or employees of the Company or, as applicable, a Sponsor Affiliate); civil disturbance; terrorist
act; power outage; fire; flood; windstorm; hurricane; earthquake; landslides; lightning; tornadoes; storms; washouts; droughts; or other
casualty; insurrection; epidemic; pandemic; arrests; restraint of government and people; quarantine; explosions; insufficient or unavailable
utilities; breakage or accident to machinery, transmission pipes, or canals; partial or entire failure of utilities; any change in law,
order, regulation, or other action of any governing authority; and any other cause, similar or dissimilar, beyond the Company’s,
or, as applicable, the Sponsor Affiliate’s, reasonable control.

 Section 4.13 Venue.
The Parties agree to personal jurisdiction and venue in the federal and state courts of South Carolina for any dispute arising out of
this Fee Agreement. With respect to any proceeding or action arising out of or in any way related to this Fee Agreement (whether in contract,
tort, equity or otherwise) the Parties knowingly, intentionally, and irrevocably waive their right to trial by jury.

 [ signatures on following pages ]

 13

 IN WITNESS WHEREOF, the County, acting by and through
the County Council, has caused this Fee Agreement to be executed in its name and on its behalf by the Chair of County Council and to be
attested by the Clerk to County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer(s),
all as of the day and year first above written.

 CHEROKEE COUNTY, SOUTH CAROLINA

 /s/ Timothy F. Spencer

 Timothy F. Spencer., Chairman

 Cherokee County Council

 (SEAL)

 ATTEST:

 /s/ Doris L. Pearson

 Doris Pearson, Master Clerk to Council

 Cherokee County, South Carolina

 Ordinance No. 2026-04

 14

 IN WITNESS WHEREOF, the County, acting by and through
the County Council, has caused this Fee Agreement to be executed in its name and on its behalf by the Chair of County Council and to be
attested by the Clerk to County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer(s),
all as of the day and year first above written.

 COMPANY:

 USA Rare Earth, Inc.

 /s/ William Robert Steele Jr.

 By:
 William Robert Steele Jr.

 Its:
 Chief Financial Officer

 15

 EXHIBIT A

 DESCRIPTION OF PROPERTY

 LOT 8

 METES AND BOUNDS DESCRIPTION

 THAT CERTAIN 123.754 AC. TRACT OF LAND LOCATED IN THE TOWN OF BLACKSBURG,
CHEROKEE COUNTY, SOUTH CAROLINA, AND BETTER DESCRIBED AS FOLLOWS:

 COMMENCING AT A NATIONAL GEODETIC SURVEY MONUMENT, DESIGNATED “CODY”,
PID: DN5491, AND LOCATED WITH SC STATE PLANE COORDINATES N:1195640.86 AND E:1838554.00;

 THENCE N 11°14’50” E A DISTANCE OF 4892.90’ TO A 1/2”
REBAR FOUND, WHICH IS THE POINT OF BEGINNING;

 THENCE S 39°18’53” E A DISTANCE OF 144.02’ TO A 1/2”
REBAR FOUND;

 THENCE N 37°12’43” E A DISTANCE OF 36.37’ TO A CALCULATED
POINT;

 THENCE N 59°55’23” E A DISTANCE OF 22.57’ TO A 5/8” REBAR
FOUND;

 THENCE S 22°44’02” W A DISTANCE OF 339.66’ TO A CALCULATED
POINT;

 THENCE S 51°07’55” E A DISTANCE OF 96.25’ TO A CALCULATED
POINT;

 THENCE S 09°00’14” E A DISTANCE OF 49.11’ TO A CALCULATED
POINT;

 THENCE S 25°49’58” E A DISTANCE OF 206.34’ TO A CALCULATED
POINT;

 THENCE S 54°41’20” E A DISTANCE OF 216.76’ TO A CALCULATED
POINT;

 THENCE S 40°36’05” E A DISTANCE OF 190.25’ TO A CALCULATED
POINT;

 THENCE S 46°32’53” E A DISTANCE OF 57.87’ TO A CALCULATED
POINT;

 THENCE S 57°42’33” W A DISTANCE OF 27.16’ TO A CALCULATED
POINT;

 THENCE S 05°29’32” W A DISTANCE OF 31.54’ TO A CALCULATED
POINT;

 THENCE S 80°40’35” W A DISTANCE OF 81.99’ TO A CALCULATED
POINT;

 THENCE S 17°02’16” E A DISTANCE OF 39.15’ TO A CALCULATED
POINT;

 THENCE S 20°44’07” W A DISTANCE OF 90.38’ TO A CALCULATED
POINT;

 THENCE S 16°23’22” E A DISTANCE OF 42.79’ TO A CALCULATED
POINT;

 THENCE S 37°53’19” W A DISTANCE OF 27.59’ TO A CALCULATED
POINT;

 THENCE S 02°16’32” E A DISTANCE OF 142.56’ TO A CALCULATED
POINT;

 THENCE S 38°45’29” E A DISTANCE OF 85.89’ TO A CALCULATED
POINT;

 THENCE S 02°57’39” W A DISTANCE OF 54.79’ TO A CALCULATED
POINT;

 THENCE S 34°41’43” E A DISTANCE OF 74.58’ TO A CALCULATED
POINT;

 A- 1

 THENCE S 10°10’32” W A DISTANCE OF 37.38’ TO A CALCULATED
POINT;

 THENCE S 61°41’57” E A DISTANCE OF 25.92’ TO A CALCULATED
POINT;

 THENCE S 22°04’30” W A DISTANCE OF 859.74’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 1163.19’,
WITH A RADIUS OF 974.90’, WITH A CHORD BEARING OF S 58°28’08” W, WITH A CHORD LENGTH OF 1095.41’, TO A CALCULATED POINT;

 THENCE S 89°59’31” W A DISTANCE OF 388.67’ TO A CALCULATED
POINT;

 THENCE N 89°59’27” W A DISTANCE OF 3.42’ TO A CALCULATED POINT;

 THENCE N 15°56’46” E A DISTANCE OF 23.75’ TO A CALCULATED
POINT;

 THENCE N 60°56’43” W A DISTANCE OF 23.71’ TO A CALCULATED
POINT;

 THENCE N 81°07’10” W A DISTANCE OF 74.59’ TO A CALCULATED
POINT;

 THENCE N 58°52’18” W A DISTANCE OF 117.99’ TO A CALCULATED
POINT;

 THENCE N 58°49’16” W A DISTANCE OF 53.58’ TO A CALCULATED
POINT;

 THENCE N 37°12’29” W A DISTANCE OF 40.94’ TO A CALCULATED
POINT;

 THENCE N 12°47’04” W A DISTANCE OF 111.86’ TO A CALCULATED
POINT;

 THENCE N 56°55’27” E A DISTANCE OF 90.54’ TO A CALCULATED
POINT;

 THENCE N 51°14’12” W A DISTANCE OF 35.59’ TO A CALCULATED
POINT;

 THENCE N 14°02’10” W A DISTANCE OF 31.12’ TO A CALCULATED
POINT;

 THENCE N 31°04’00” E A DISTANCE OF 79.34’ TO A CALCULATED
POINT;

 THENCE N 62°12’46” E A DISTANCE OF 96.36’ TO A CALCULATED
POINT;

 THENCE N 86°41’42” W A DISTANCE OF 37.62’ TO A CALCULATED
POINT;

 THENCE N 17°39’00” W A DISTANCE OF 27.88’ TO A CALCULATED
POINT;

 THENCE N 22°16’36” E A DISTANCE OF 89.82’ TO A CALCULATED
POINT;

 THENCE N 39°40’44” E A DISTANCE OF 34.04’ TO A CALCULATED
POINT;

 A- 2

 THENCE N 39°40’44” E A DISTANCE OF 44.13’ TO A CALCULATED
POINT;

 THENCE N 03°26’01” E A DISTANCE OF 47.25’ TO A CALCULATED
POINT;

 THENCE N 58°51’40” W A DISTANCE OF 26.45’ TO A CALCULATED
POINT;

 THENCE N 00°06’19” E A DISTANCE OF 88.74’ TO A CALCULATED
POINT;

 THENCE N 73°33’57” E A DISTANCE OF 56.00’ TO A CALCULATED
POINT;

 THENCE N 06°34’07” W A DISTANCE OF 79.03’ TO A CALCULATED
POINT;

 THENCE N 07°41’02” E A DISTANCE OF 52.75’ TO A CALCULATED
POINT;

 THENCE N 76°51’58” W A DISTANCE OF 29.06’ TO A CALCULATED
POINT;

 THENCE N 00°00’00” W A DISTANCE OF 18.87’ TO A CALCULATED
POINT;

 THENCE N 16°06’48” E A DISTANCE OF 88.37’ TO A CALCULATED
POINT;

 THENCE N 43°10’21” W A DISTANCE OF 97.89’ TO A CALCULATED
POINT;

 THENCE N 19°51’19” W A DISTANCE OF 46.22’ TO A CALCULATED
POINT;

 THENCE N 70°18’29” W A DISTANCE OF 60.92’ TO A CALCULATED
POINT;

 THENCE N 09°46’57” W A DISTANCE OF 17.77’ TO A CALCULATED
POINT;

 THENCE N 20°28’49” E A DISTANCE OF 26.75’ TO A CALCULATED
POINT;

 THENCE N 11°39’59” W A DISTANCE OF 76.14’ TO A CALCULATED
POINT;

 THENCE N 34°11’30” W A DISTANCE OF 27.44’ TO A CALCULATED
POINT;

 THENCE N 05°19’57” E A DISTANCE OF 27.93’ TO A CALCULATED
POINT;

 THENCE N 85°22’08” E A DISTANCE OF 47.39’ TO A CALCULATED
POINT;

 THENCE N 15°23’18” E A DISTANCE OF 34.13’ TO A CALCULATED
POINT;

 THENCE N 31°27’25” E A DISTANCE OF 30.08’ TO A CALCULATED
POINT;

 THENCE N 26°33’54” W A DISTANCE OF 20.25’ TO A CALCULATED
POINT;

 THENCE N 00°55’55” E A DISTANCE OF 25.24’ TO A CALCULATED
POINT;

 THENCE N 55°53’08” W A DISTANCE OF 28.94’ TO A CALCULATED
POINT;

 THENCE S 48°21’59” W A DISTANCE OF 23.26’ TO A CALCULATED
POINT;

 THENCE N 74°44’42” W A DISTANCE OF 8.81’ TO A CALCULATED POINT;

 THENCE N 00°00’00” W A DISTANCE OF 10.82’ TO A CALCULATED
POINT;

 A- 3

 THENCE N 10°44’20” W A DISTANCE OF 22.81’ TO A CALCULATED
POINT;

 THENCE N 19°12’10” E A DISTANCE OF 56.22’ TO A CALCULATED
POINT;

 THENCE N 76°50’33” W A DISTANCE OF 49.19’ TO A CALCULATED
POINT;

 THENCE N 04°17’22” W A DISTANCE OF 67.91’ TO A CALCULATED
POINT;

 THENCE S 77°02’30” W A DISTANCE OF 57.13’ TO A CALCULATED
POINT;

 THENCE N 04°17’21” E A DISTANCE OF 14.23’ TO A CALCULATED
POINT;

 THENCE S 82°24’19” W A DISTANCE OF 24.30’ TO A CALCULATED
POINT;

 THENCE N 04°52’01” W A DISTANCE OF 47.32’ TO A CALCULATED
POINT;

 THENCE N 51°20’25” W A DISTANCE OF 19.74’ TO A CALCULATED
POINT;

 THENCE N 84°33’35” W A DISTANCE OF 32.52’ TO A CALCULATED
POINT;

 THENCE N 26°07’21” W A DISTANCE OF 59.52’ TO A CALCULATED
POINT;

 THENCE N 00°42’58” W A DISTANCE OF 41.11’ TO A CALCULATED
POINT;

 THENCE N 26°33’54” E A DISTANCE OF 19.53’ TO A CALCULATED
POINT;

 THENCE N 47°40’32” W A DISTANCE OF 38.92’ TO A CALCULATED
POINT;

 THENCE N 05°00’47” E A DISTANCE OF 29.40’ TO A CALCULATED
POINT;

 THENCE N 45°00’00” W A DISTANCE OF 33.43’ TO A CALCULATED
POINT;

 THENCE N 11°53’19” E A DISTANCE OF 29.93’ TO A CALCULATED
POINT;

 THENCE N 39°38’39” W A DISTANCE OF 23.36’ TO A CALCULATED
POINT;

 THENCE S 83°26’35” W A DISTANCE OF 45.00’ TO A CALCULATED
POINT;

 THENCE S 65°25’58” W A DISTANCE OF 19.78’ TO A CALCULATED
POINT;

 THENCE N 10°11’03” W A DISTANCE OF 43.59’ TO A CALCULATED
POINT;

 THENCE N 38°32’37” W A DISTANCE OF 79.17’ TO A CALCULATED
POINT;

 THENCE N 72°18’33” W A DISTANCE OF 31.28’ TO A CALCULATED
POINT;

 THENCE N 77°11’45” W A DISTANCE OF 40.58’ TO A CALCULATED
POINT;

 THENCE N 46°31’15” W A DISTANCE OF 41.07’ TO A CALCULATED
POINT;

 THENCE S 50°31’39” W A DISTANCE OF 22.63’ TO A CALCULATED
POINT;

 A- 4

 THENCE N 48°48’51” W A DISTANCE OF 10.92’ TO A CALCULATED
POINT;

 THENCE N 79°03’51” W A DISTANCE OF 38.40’ TO A CALCULATED
POINT;

 THENCE S 89°49’59” W A DISTANCE OF 36.10’ TO A CALCULATED
POINT;

 THENCE N 71°26’46” W A DISTANCE OF 32.08’ TO A CALCULATED
POINT;

 THENCE N 19°41’38” W A DISTANCE OF 47.57’ TO A CALCULATED
POINT;

 THENCE N 01°49’06” W A DISTANCE OF 32.39’ TO A CALCULATED
POINT;

 THENCE N 51°29’17” W A DISTANCE OF 46.63’ TO A CALCULATED
POINT;

 THENCE N 81°56’12” W A DISTANCE OF 31.14’ TO A CALCULATED
POINT;

 THENCE N 28°40’13” W A DISTANCE OF 79.74’ TO A CALCULATED
POINT;

 THENCE N 42°54’59” E A DISTANCE OF 191.76’ TO A CALCULATED
POINT;

 THENCE N 61°05’01” W A DISTANCE OF 316.41’ TO A CALCULATED
POINT;

 THENCE N 39°12’44” W A DISTANCE OF 67.44’ TO A CALCULATED
POINT;

 THENCE N 73°04’42” E A DISTANCE OF 490.15’ TO A CALCULATED
POINT;

 THENCE N 73°22’59” E A DISTANCE OF 121.76’ TO A CALCULATED
POINT;

 THENCE N 73°24’13” E A DISTANCE OF 946.27’ TO A CALCULATED
POINT;

 THENCE N 73°51’04” E A DISTANCE OF 967.23’ TO A CALCULATED
POINT;

 THENCE S 55°09’31” E A DISTANCE OF 52.10’ TO A CALCULATED
POINT;

 THENCE S 16°17’20” E A DISTANCE OF 31.67’ TO A CALCULATED
POINT;

 THENCE S 22°44’22” W A DISTANCE OF 146.02’ TO A CALCULATED
POINT;

 THENCE N 67°13’17” W A DISTANCE OF 85.07’ TO A 1/2” REBAR
FOUND;

 THENCE S 22°43’45” W A DISTANCE OF 215.42’ TO A 1/2”
REBAR FOUND;

 WHICH IS THE POINT OF BEGINNING.

 A- 5

 LOT 9

 THAT CERTAIN 9.013 AC. TRACT OF LAND LOCATED IN THE TOWN OF BLACKSBURG,
CHEROKEE COUNTY, SOUTH CAROLINA, AND BETTER DESCRIBED AS FOLLOWS:

 COMMENCING AT A NATIONAL GEODETIC SURVEY MONUMENT, DESIGNATED “CODY”,
PID: DN5491, AND LOCATED WITH SC STATE PLANE COORDINATES N:1195640.86 AND E:1838554.00;

 THENCE N 06°21’40” E A DISTANCE OF 1767.14’ TO A CALCULATED
POINT, WHICH IS THE POINT OF BEGINNING;

 THENCE S 89°59’31” W A DISTANCE OF 387.18’ TO A CALCULATED
POINT;

 THENCE N 89°59’27” W A DISTANCE OF 903.64’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 224.23’,
WITH A RADIUS OF 467.00’, WITH A CHORD BEARING OF S 76°15’13” W, WITH A CHORD LENGTH OF 222.09’, TO A CALCULATED POINT;

 THENCE S 62°29’53” W A DISTANCE OF 918.86’ TO A CALCULATED
POINT;

 THENCE N 27°47’49” W A DISTANCE OF 66.00’ TO A CALCULATED
POINT;

 THENCE N 62°29’53” E A DISTANCE OF 919.20’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 255.92’,
WITH A RADIUS OF 533.00’, WITH A CHORD BEARING OF N 76°15’13” E, WITH A CHORD LENGTH OF 253.47’, TO A CALCULATED POINT;

 THENCE S 89°59’27” E A DISTANCE OF 900.22’ TO A CALCULATED
POINT;

 THENCE S 89°59’27” E A DISTANCE OF 3.42’ TO A CALCULATED POINT;

 THENCE N 89°59’31” E A DISTANCE OF 388.67’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 1163.19’,
WITH A RADIUS OF 974.90’, WITH A CHORD BEARING OF N 58°28’08” E, WITH A CHORD LENGTH OF 1095.41’, TO A CALCULATED POINT;

 THENCE N 22°04’30” E A DISTANCE OF 859.74’ TO A CALCULATED
POINT;

 THENCE N 22°04’30” E A DISTANCE OF 676.46’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 454.77’,
WITH A RADIUS OF 533.58’, WITH A CHORD BEARING OF N 42°20’49” E, WITH A CHORD LENGTH OF 441.13’, TO A CALCULATED POINT;

 THENCE WITH A REVERSE CURVE TURNING TO THE LEFT WITH AN ARC LENGTH
OF 302.16’, WITH A RADIUS OF 549.11’, WITH A CHORD BEARING OF N 52°04’36” E, WITH A CHORD LENGTH OF 298.36’, TO A CALCULATED
POINT;

 THENCE S 70°53’33” E A DISTANCE OF 68.74’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 358.16’,
WITH A RADIUS OF 615.11’, WITH A CHORD BEARING OF S 51°05’56” W, WITH A CHORD LENGTH OF 353.12’, TO A CALCULATED POINT;

 THENCE WITH A REVERSE CURVE TURNING TO THE LEFT WITH AN ARC LENGTH
OF 400.25’, WITH A RADIUS OF 467.58’, WITH A CHORD BEARING OF S 42°10’11” W, WITH A CHORD LENGTH OF 388.14’, TO A CALCULATED
POINT;

 THENCE S 22°04’30” W A DISTANCE OF 1539.92’ TO A CALCULATED
POINT;

 THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 833.30’,
WITH A RADIUS OF 1040.90’, WITH A CHORD BEARING OF S 47°09’03” W, WITH A CHORD LENGTH OF 811.22’, TO A CALCULATED POINT;

 THENCE WITH A COMPOUND CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH
OF 408.38’, WITH A RADIUS OF 1040.90’, WITH A CHORD BEARING OF S 81°19’28” W, WITH A CHORD LENGTH OF 405.76’, TO A CALCULATED
POINT;

 WHICH IS THE POINT OF BEGINNING.

 A- 6

 A- 7

 EXHIBIT B

 FORM OF JOINDER AGREEMENT

 Reference is hereby made
to (i) that certain Fee Agreement effective June 1, 2026 ( “ Fee Agreement ” ), between Cherokee County, South
Carolina ( “ County ” ) and USA Rare Earth, Inc. ( “ Company ” ).

 1. Joinder to Fee Agreement .

 The undersigned [Insert] (a) is a corporate entity,
authorized or to be authorized to transact business under the laws of the State of South Carolina, and has the power to enter into this
Fee Agreement as Sponsor Affiliate (as defined in the Agreement); (b) acknowledges and agrees that (i) in accordance the Fee Agreement,
the undersigned has been designated as a Sponsor Affiliate by the Company for purposes of the Project and such designation has been consented
to by the County in accordance with the Act (as defined in the Fee Agreement); (ii) the undersigned qualifies or will qualify as a Sponsor
Affiliate under the Fee Agreement and Section 12-44-30(20) and Section 12-44-130 of the Act; and (iii) the undersigned shall have all
of the rights and obligations of a Sponsor Affiliate as set forth in the Fee Agreement.

 2. Capitalized Terms .

 All capitalized terms used but not defined in
this Joinder Agreement shall have the meanings set forth in the Fee Agreement.

 3. Governing Law .

 This Joinder Agreement shall be governed by and
construed in accordance with the laws of the State of South Carolina, without regard to principles of choice of law.

 4. Notice.

 Notices under Section 4.1 of the Fee Agreement
shall be sent to:

 [ ]

 B- 1

 IN WITNESS WHEREOF, the undersigned has executed
this Joinder Agreement to be effective as of the date set forth below.

 ______________
 _________________________________

 Date
 Name of Entity

 By:

 Name:

 Its:

 Address:

 IN WITNESS WHEREOF, the Company consents to the
addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

 By:

 Name:

 Its:

 Date:

 Address:

 IN WITNESS WHEREOF, the County consents to the
addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

 By:

 Name:

 Its:
 County Administrator

 Date:

 By:

 Name:

 Its:
 Chair, County Council

 Date:

 B- 2