USA Rare Earth, Inc.

EX-99.1 · PRESS RELEASE, DATED JUNE 3, ANNOUNCING ENTRY INTO THE DIRECT FUNDING AGREEMENT,

EX-99.1
 6
 ea029340201ex99-1.htm
 PRESS RELEASE, DATED JUNE 3, ANNOUNCING ENTRY INTO THE DIRECT FUNDING AGREEMENT, THE LOAN GUARANTEE AGREEMENT, SECURITIES ISSUANCE AGREEMENT AND WARRANT

 Exhibit 99.1

 USA Rare Earth Finalizes Definitive Agreements
with U.S. Department of Commerce, Unlocking Access to Up to $1.6 Billion to Advance the Leading Rare Earth Value Chain

 Definitive
Agreements Trigger Access to Up to $277 Million in Federal Funding and Up to $1.3 Billion in CHIPS Senior Secured Loan Capacity to
advance the only vertically integrated rare earth company in the U.S. across domestic heavy rare earth mining, processing and
separation, metal, and magnet production

 Combined with the
$1.5 Billion PIPE Closed in January 2026 and Previous Capital Raises, Brings Total Committed Capital Supporting USA Rare
Earth’s Growth Plan to Approximately $3.5 Billion

 Advances USA Rare
Earth as a Global Leader in Rare Earths that is Developing one of the Largest Integrated Mine-to-Magnet Value Chains with
Significant Runway for Future Value Creation

 STILLWATER, Okla., June 3rd, 2026 (GLOBE NEWSWIRE) — USA
Rare Earth, Inc. (Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”), today announced the
execution of definitive agreements with the U.S. Department of Commerce, unlocking access to up to $1.6 billion in funding under the Department
of Commerce’s CHIPS Program. 1 The definitive agreements comprise up to $277 million in federal funding and up to $1.3
billion in senior secured loan capacity under the CHIPS Act, with disbursements tied to the achievement of project milestones.

 Prior to the definitive documents, USA Rare Earth closed $1.5 billion
in private capital raise, signed certain strategic customer agreements, and advanced Round Top.

 The definitive agreements establish the framework under which USAR
will continue to build out its integrated heavy rare earth mining, metal, and magnet global value chain. Together with the $1.5 billion
private capital raise completed in January 2026 and previous capital raises, the agreements bring total committed capital supporting USAR’s
growth plan to approximately $3.5 billion. 2

 “This partnership with the U.S. Government is the largest of
its kind in our industry and provides the necessary capital to build the only global platform across light and heavy rare earth mining
and processing, metal and alloy making, as well as magnet manufacturing - for the benefit of the United States and its allies,”
said Michael Blitzer, Chairman of the Board of USA Rare Earth. ”This landmark collaboration reflects the scale and urgency
of securing critical supply chains for technologies essential to long-term economic growth . We are grateful for the leadership
shown across government in moving with speed and conviction. Our focus now is execution and generating industry-leading returns for both
our shareholders and the U.S. Government.”

 “Today marks the moment we move from intent to execution alongside
the United States Government,” said Barbara Humpton, Chief Executive Officer of USA Rare Earth. “With the definitive agreements,
USAR is positioned to accelerate the building of a global mine-to-magnet value chain that will supply the materials, metals, and magnets
that industrial customers depend upon. From defense, aerospace, semiconductors, and data centers to physical AI, energy, mobility, and
healthcare, our integrated value chain is designed to power the technology and innovations of the 21 st Century. We look forward
to our partnership with the United States Government.”

 1 Funding amounts represent maximum available access under
the definitive agreements. Actual disbursements are subject to the Company’s achievement of project milestones and other conditions
set forth in the definitive agreements.

 2 Approximate total committed capital comprises approximately
$1.5 billion in private capital raised through the PIPE transaction that closed on January 28, 2026, previous capital raises, and up
to $1.6 billion in U.S. Department of Commerce federal funding and CHIPS Act senior secured loan capacity under the definitive agreements.

 “The CHIPS Program’s $277 million funding and $1.3 billion
loan will be instrumental for the construction of a domestic integrated supply chain for critical minerals and NdFeB magnets which are
essential for semiconductor chip manufacturing,” said Bill Frauenhofer, Executive Director of Semiconductor Investment and Innovation.
“Yttrium, gallium, dysprosium and the other 9 critical and strategic minerals that will be mined in Texas, along with the domestic
metal and magnet production, provides United States semiconductor companies a reliable domestic source and removes choke points in their
manufacturing supply chain that enable chemical vapor deposition, high-k materials, compound semiconductors, dopants and other foundational
applications.”

 What the Definitive Agreements Enable. The definitive agreements
support execution of USAR’s integrated value chain across each layer of the production system, with a targeted 2030 operating profile
that, when delivered, is expected to represent the largest domestic heavy rare earth and critical mineral mining, processing and separation,
metal making, and magnet production platform in the United States and the establishment of the global leader in rare earths. Specifically,
the agreements support:

 ● Development of the Round Top heavy rare earth and critical
mineral deposit in Hudspeth County, Texas, targeted to begin commercial production in 2028;

 ● Processing and separation of the output from the Round Top
Project, including heavy rare earth element and critical mineral oxides and concentrates — including dysprosium, terbium, yttrium,
gadolinium, hafnium, erbium, thulium, lutetium, ytterbium, holmium, gallium, and zirconium — securing domestic access to 12 critical
minerals and rare earth elements;

 ● Reshoring of 10,000 tons per annum (tpa) of heavy rare earth
element metal- and alloy-making and strip-casting capacity through USAR’s subsidiary Less Common Metals (LCM), which are capabilities
that do not currently exist in the United States; and

 ● Scaling of neodymium-iron-boron (NdFeB) magnet manufacturing
capacity in Stillwater, Oklahoma and Blacksburg, South Carolina to 10,000 tpa.

 A Partnership at the Scale of the National Challenge. Rare earth
elements and permanent magnets are foundational inputs to the technologies that underpin American economic and national security. Today,
the United States is structurally dependent on foreign supplies (and in many categories a single-source) for materials that are essential
to modern technology and global security.

 The definitive agreements between USAR and the Department of Commerce
are structured to close that gap. The U.S. Government’s funding is tied to project milestones aligned with USAR’s build schedule
and creates a structure that directly aligns with taxpayer returns and the objectives of institutional investors.

 Transaction Overview.

 ● The definitive agreements with the Department of Commerce’s
CHIPS Program provide access to up to $1.6 billion, comprising up to $277 million in federal funding and up to $1.3 billion in senior
secured loan capacity under the CHIPS Act.

 2

 ● USAR will issue to the Department of Commerce 16.1 million
shares of common stock and approximately 17.6 million warrants.

 ● Funding will be disbursed in phases, tied to the Company’s
achievement of project milestones, and is structured to reimburse capital expenditures incurred in executing USAR’s business plan.

 ● Combined with the $1.5 billion common stock PIPE that closed
in January 2026 and previous capital raises, total committed capital to support USAR’s growth plan stands at approximately $3.5
billion. 2

 Transaction Advisors

 Latham & Watkins LLP acted as legal counsel and Moelis & Company
LLC acted as exclusive financial advisor to USA Rare Earth in structuring and executing its agreements with the U.S. Government.

 About USA Rare Earth

 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 Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995. These statements include those relating to the definitive agreement with the U.S. Department of Commerce
and its expected benefits, including the anticipated milestones, conditions precedent, timing of disbursements, and expected funding amounts;
the issuance of common stock and warrants to the U.S. Department of Commerce and the potential dilutive impact of such issuances on existing
stockholders; the Company’s investment plans, including the development of the Round Top deposit, the development and expansion
of processing and separation facilities, the development and expansion of metal-making and strip-casting facilities, and the development
and expansion of the magnet manufacturing facility in Stillwater, Oklahoma; the Company’s strategic supply and customer agreements;
the Company’s plans for and prospects of its announced acquisitions, investments, and other business development activities, including
the announced Serra Verde Group transaction; and projected operating results and performance.

 2 Approximate total committed capital comprises approximately
$1.5 billion in private capital raised through the PIPE transaction that closed on January 28, 2026, previous capital raises, and up
to $1.6 billion in U.S. Department of Commerce federal funding and CHIPS Act senior secured loan capacity under the definitive agreements.

 3

 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,” “continue,”
“could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “seek,”
“should,” “strive,” “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.

 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: the ability of USA Rare Earth to satisfy the conditions precedent and other milestone-based requirements of the definitive
agreement on the anticipated terms or at all; the potential dilution to existing stockholders and adverse effect on the Company’s
stock price resulting from the issuance of common stock and warrants to the U.S. Department of Commerce or other issuances of common stock
or equity-linked securities; the Company’s ability to commercially extract minerals from the Round Top deposit on the anticipated
timeline or at all; the Company’s ability to develop its processing, separation, metal-making, strip-casting, and magnet manufacturing
facilities on the anticipated timeline or at all; the Company’s ability to raise additional capital on acceptable terms or at all;
the volatility of the Company’s stock price; risks that the proposed transactions with the Serra Verde Group, 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 the
Serra Verde Group, 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; risks that the Company may experience delays, unforeseen expenses, increased capital costs, and other complications
in operating its business; 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 sells 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 the factors that
may cause actual results to differ materially has been and will be included in the Company’s filings with the SEC, 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 statement),
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

 J.B. Lowe, VP, Investor Relations, USA Rare Earth — IR@usare.com

 Media Relations

 Dan Moore / Scott Bisang, Collected Strategies — USAR-CS@collectedstrategies.com

 # # #

 4

EX-10.1 · DIRECT FUNDING AGREEMENT, DATED JUNE 3, 2026, BY AND AMONG USA RARE EARTH, INC.,

EX-10.1
 2
 ea029340201ex10-1.htm
 DIRECT FUNDING AGREEMENT, DATED JUNE 3, 2026, BY AND AMONG USA RARE EARTH, INC., THE SUBSIDIARY GUARANTORS PARTY THERETO AND THE UNITED STATES DEPARTMENT OF COMMERCE

 Exhibit
10.1

 EXECUTION
VERSION

 Dated as of June 3, 2026

 USA
 RARE EARTH, INC.

 as
 Recipient

 other
 parties hereto

 as
 Recipient Parties

 and

 UNITED
 STATES DEPARTMENT OF COMMERCE

 as
 the Department

 round
 top, stillwater AND ADDITIONAL PROJECTs

 DIRECT
 FUNDING AGREEMENT

 AWARD
 ID NO. AP-2026-0044

 table of Contents

 Page

 Article 1 Definitions
 2

 Article 2 Award and Disbursements
 2

 Section 2.1.
 Award Amount
 2

 Section 2.2.
 Disbursement Procedure
 3

 Section 2.3.
 No Interest; No Approval of Work
 5

 Article 3 Payments
 5

 Section 3.1.
 Place and Manner of Payments to the Department
 5

 Section 3.2.
 Net of Tax
 5

 Section 3.3.
 Payment of Costs and Expenses
 6

 Article 4 Conditions Precedent
 to the Award Date
 6

 Section 4.1.
 Financing Documents
 6

 Section 4.2.
 Award Date Certificate
 6

 Section 4.3.
 Financial Model; Sources and Uses Plan; Budget; Schedule
 6

 Section 4.4.
 Financial Statements
 7

 Section 4.5.
 [Reserved.]
 7

 Section 4.6.
 Legal Opinions
 7

 Section 4.7.
 Federal Requirements and Approvals
 7

 Section 4.8.
 [Reserved.]
 7

 Section 4.9.
 Fees and Expenses
 7

 Section 4.10.
 No Violation
 7

 Section 4.11.
 Lock-Up Agreement; Semiconductor MOUs
 8

 Section 4.12.
 [Reserved.]
 8

 Section 4.13.
 Implementation of Safety Review Report
 8

 Section 4.14.
 Third Party Validation of Nuclear Licensing
 8

 Section 4.15.
 Power Infrastructure Plan
 8

 Section 4.16.
 Equity Documents; Equity Issuance
 8

 Section 4.17.
 Round Top Mine Project Real Property and Land Rights
 8

 Section 4.18.
 Award Date Investment Policy
 8

 Section 4.19.
 Additional Documents
 8

 Article 5 Conditions Precedent
 to Each Disbursement
 9

 Section 5.1.
 Conditions Precedent to Each Disbursement
 9

 i

 Article 6 Title to Trust
 Property
 11

 Section 6.1.
 Trust Relationship
 11

 Section 6.2.
 Use of Trust Property
 11

 Section 6.3.
 Dispositions of Trust Property
 11

 Section 6.4.
 Liens and Encumbrances on Trust Property
 11

 Section 6.5.
 Maintenance of Trust Property
 11

 Section 6.6.
 Trust Property Management
 12

 Section 6.7.
 Recording and Preservation of the Federal Interest
 12

 Article 7 Representations
 and Warranties
 13

 Section 7.1.
 Organization
 13

 Section 7.2.
 Authorization; No Conflict
 13

 Section 7.3.
 Compliance with Laws
 13

 Section 7.4.
 Legality; Validity; Enforceability
 14

 Section 7.5.
 Real Property
 14

 Section 7.6.
 Liens on Trust Property
 14

 Section 7.7.
 Required Approvals
 15

 Section 7.8.
 Intellectual Property
 15

 Section 7.9.
 Litigation
 15

 Section 7.10.
 Labor Disputes
 16

 Section 7.11.
 Taxes
 16

 Section 7.12.
 Financial Statements
 16

 Section 7.13.
 Contracts; Other Transactions
 16

 Section 7.14.
 Construction and Tool Installation Budget; Project Schedule
 16

 Section 7.15.
 Adequate Project Funding
 17

 Section 7.16.
 Environmental Laws
 17

 Section 7.17.
 Federal Requirements
 17

 Section 7.18.
 Foreign Entity of Concern; Prohibited Persons; Sanctions; Export Control Laws;
Anti-Corruption; Anti-Money Laundering Laws
 18

 Section 7.19.
 Insolvency Proceedings; Solvency
 19

 Section 7.20.
 No Defaults
 19

 Section 7.21.
 No Force Majeure
 19

 Section 7.22.
 No Event of Loss
 19

 Section 7.23.
 Material Adverse Effect
 19

 Section 7.24.
 Full Disclosure
 19

 Section 7.25.
 No Immunity
 19

 Section 7.26.
 No Federal Debt Delinquency
 19

 Section 7.27.
 No Debarment
 20

 Section 7.28.
 Information Technology; Cyber Security; Data
 20

 Section 7.29.
 CFIUS
 20

 ii

 Article 8 Affirmative Covenants
 20

 Section 8.1.
 Reporting Covenants
 20

 Section 8.2.
 Affirmative Covenants
 21

 Article 9 Negative Covenants
 32

 Section 9.1.
 Prohibited Persons; Foreign Entities of Concern.
 32

 Section 9.2.
 Debarment Regulations.
 32

 Section 9.3.
 Affiliate Transactions.
 32

 Section 9.4.
 Merger; Disposition; Sharing of Assets; Transfer.
 33

 Section 9.5.
 Environmental Laws.
 33

 Section 9.6.
 Telecommunication and Video Surveillance.
 33

 Section 9.7.
 No Subawards.
 33

 Section 9.8.
 No Indebtedness.
 33

 Section 9.9.
 Accounting Policies; Corporate Form.
 33

 Section 9.10.
 Stock Buyback and Dividend Restrictions.
 33

 Section 9.11.
 Serra Verde Acquisition.
 34

 Section 9.12.
 Indian Ocean Rare Metals.
 34

 Article 10 Events of Default;
 Remedies
 34

 Section 10.1.
 Events of Default
 34

 Section 10.2.
 Remedies for Events of Default
 39

 Section 10.3.
 Automatic Acceleration
 40

 Section 10.4.
 Specific Performance
 40

 Section 10.5.
 Right of Set-Off
 41

 Section 10.6.
 Department Rights
 41

 Article 11 Miscellaneous
 41

 Section 11.1.
 Addresses
 41

 Section 11.2.
 Use of Websites
 42

 Section 11.3.
 Further Assurances
 42

 Section 11.4.
 Non-Discrimination
 42

 Section 11.5.
 Waiver and Amendment
 42

 Section 11.6.
 Entire Agreement
 43

 Section 11.7.
 Governing Law
 43

 Section 11.8.
 Severability
 43

 Section 11.9.
 Limitation on Liability
 43

 Section 11.10.
 Waiver of Jury Trial
 43

 Section 11.11.
 Consent to Jurisdiction
 44

 Section 11.12.
 Dispute Resolution
 44

 iii

 Section 11.13.
 Successors and Assigns
 46

 Section 11.14.
 Reinstatement
 46

 Section 11.15.
 No Partnership; Etc
 47

 Section 11.16.
 Marshaling
 47

 Section 11.17.
 Indemnification.
 47

 Section 11.18.
 Counterparts; Electronic Signatures
 48

 Section 11.19.
 Benefits of Agreement
 48

 Section 11.20.
 Termination; Survival
 48

 Section 11.21.
 Recipient Party Agent
 49

 Article 12 Guarantee
 50

 Section 12.1.
 Recipient Party Guarantee
 50

 Section 12.2.
 No Discharge or Diminishment of Guarantee; Waivers
 50

 Section 12.3.
 Agreement to Pay; Contribution; Subrogation
 52

 Section 12.4.
 Termination of Guarantee; Reinstatement
 52

 ANNEX

 ‎ Annex A
 Definitions

 ‎ Annex B
 Rules of Interpretation

 ‎ Annex C
 Guardrail Provisions

 ‎ Annex D
 Program Requirements

 ‎ Annex E
 Davis-Bacon Act Requirements

 ‎ Annex F
 Reporting Covenants

 EXHIBITS

 Exhibit A
 Form of Award Date Certificate

 Exhibit B
 Form of Disbursement Request

 Exhibit C
 Form of Disbursement Date Certificate

 Exhibit D
 Form of Project Completion Certificate

 SCHEDULES

 Schedule A
 Fiscal Year Appropriations

 Schedule B
 Disbursement Milestone Schedule

 Schedule C
 Project Sites

 Schedule D
 Affiliate Transactions

 Schedule E
 Addresses

 Schedule F
 Dispute Resolution

 Schedule G
 Production Volume Schedule

 Schedule H
 Key Person Schedule

 iv

 This
DIRECT FUNDING AGREEMENT (the “ Agreement ”), dated as of June 3, 2026, is entered into by and among (a) USA RARE
EARTH, INC., a corporation organized and existing under the laws of Delaware, as the recipient (the “ Recipient ”),
a Recipient Party and the Recipient Party Agent; (b) USA RARE EARTH, LLC, a limited liability company organized and existing under the
laws of Delaware, as a Recipient Party; (c) USA RARE EARTH MAGNETS, LLC, a limited liability company organized and existing under the
laws of Delaware, as a Recipient Party; (d) ROUND TOP MOUNTAIN DEVELOPMENT, LLC, a limited liability company organized and existing under
the laws of Delaware, as a Recipient Party; (e) USA RARE EARTH REAL ESTATE, LLC, a limited liability company organized and existing under
the laws of Oklahoma, as a Recipient Party; (f) LACONIA INTERMEDIATE ACQUISITION SUB, INC., a corporation organized and existing under
the laws of Delaware, as a Recipient Party; (g) LACONIA ACQUISITION SUB LIMITED, a limited liability company organized and existing under
the laws of England and Wales with registered number 16740602, as a Recipient Party; (h) LCMG LIMITED, a limited liability company organized
and existing under the laws of England and Wales with registered number 06619924, as a Recipient Party; (i) LESS COMMON METALS LIMITED,
a limited liability company organized and existing under the laws of England and Wales with registered number 02690088, as a Recipient
Party; and (j) the UNITED STATES DEPARTMENT OF COMMERCE (the “ Department ” and together with the Recipient and
each other Recipient Party, the “ Parties ” and each a “ Party ”), an agency of the United States of
America, acting by and through the Secretary of Commerce (or appropriate authorized representative thereof).

 RECITALS

 WHEREAS ,
the Recipient has undertaken, or caused the relevant Recipient Parties to undertake: (a) the construction of a new facility for the purpose
of rare earth mining and processing located in Sierra Blanca, Texas (the “ Round Top Mine Project ”); (b) the expansion
and modernization of the existing facility located in Stillwater, Oklahoma, used for the purposes of (i) magnet making (the “ Stillwater
Magnet Project ”) and (ii) strip casting and metal making (the “ Stillwater Metal Project ”); and (c) the construction
of a new facility to be used for the purposes of (i) magnet making (the “ Magnet Project 2 ”) and (ii) strip casting
and metal making (the “ Metal Project 2 ”, and together with the Round Top Mine Project, the Stillwater Magnet Project,
the Stillwater Metal Project, and the Magnet Project 2, the “ Projects ” and each, a “ Project ”);

 WHEREAS ,
pursuant to the CHIPS Incentives Program—Facilities for Semiconductor Materials and Manufacturing Equipment Notice of Funding Opportunity
No. 2023-NIST-CHIPS-SMME-01 (as amended, supplemented, or otherwise modified from time to time, the “ NOFO ”), the Recipient
submitted applications with the CHIPS ID Nos. 002467 and 002455 (the “ Applications ”) to the Department’s CHIPS
Incentives Program Portal for Awards for the Projects under the CHIPS Incentives Program established pursuant to 15 U.S.C. § 4652
of the CHIPS Act (the “ CHIPS Incentives Program ”);

 WHEREAS ,
in furtherance of Executive Order 14241 “Immediate Measures to Increase American Mineral Production”, Executive Order 13953
“Addressing the Threat to the Domestic Supply Chain from Reliance on Critical Minerals from Foreign Adversaries, and Supporting
the Domestic Mining and Processing Industries”, and Executive Order 13817 “A Federal Strategy to Ensure Secure and Reliable
Supplies of Critical Minerals”, the Department has agreed to issue an Award for each Project subject to, and in accordance with,
the terms and conditions of this Agreement, which is entered into pursuant to 15 U.S.C. §§ 4652 and 4659(a)(1) of the CHIPS
Act as an other transaction on such terms as the Secretary considers appropriate;

 WHEREAS ,
in connection with the Applications, the Department requires, pursuant to 15 U.S.C. § 4659(a)(3), that the Recipient make (or cause
its related parties to make) a payment to the Department in the form of certain Equity Interests on the terms and conditions set forth
in certain Equity Documents;

 1

 NOW,
THEREFORE , in consideration of the foregoing and other good and valid consideration, the receipt and adequacy of which are hereby
expressly acknowledged, the Parties hereby agree as follows:

 Article
1

Definitions

 Capitalized
terms used in this Agreement and its Exhibits and Schedules shall have the meanings set forth in ‎Annex A ( Definitions ),
or if applicable, the Guardrail Provisions, and the rules of interpretation set forth in ‎Annex B ( Rules of Interpretation )
shall apply to this Agreement, except, in each case, as otherwise expressly provided herein.

 Article
2

Award and Disbursements

 Section
2.1. Award Amount.

 (a)
 The total maximum amount of the Award:

 (i)
 for Direct Funding for the Round Top Mine Project is one hundred thirty-two million Dollars ($132,000,000) (the “ Round
Top Mine Project Maximum Award Amount ” and such award, the “ Round Top Mine Project Award ”);

 (ii)
 for Direct Funding for the Stillwater Magnet Project is fifty million Dollars ($50,000,000) (the “ Stillwater Magnet Project
Maximum Award Amount ” and such award, the “ Stillwater Magnet Project Award ”);

 (iii)
 for Direct Funding for the Stillwater Metal Project is twenty million Dollars ($20,000,000) (the “ Stillwater Metal Project
Maximum Award Amount ” and such award, the “ Stillwater Metal Project Award ”);

 (iv)
 for Direct Funding for the Magnet Project 2 is sixty million Dollars ($60,000,000) (the “ Magnet Project 2 Maximum Award
Amount ” and such award, the “ Magnet Project 2 Award ”); and

 (v)
 for Direct Funding for the Metal Project 2 is fifteen million Dollars ($15,000,000) (the “ Metal Project 2 Maximum Award
Amount ” and together with the Round Top Mine Project Maximum Award Amount, the Stillwater Magnet Project Maximum Award Amount,
the Stillwater Metal Project Maximum Award Amount, and the Magnet Project 2 Maximum Award Amount, the “ Maximum Award Amount ”
and such award, the “ Metal Project 2 Award ” and together with the Round Top Mine Project Award, the Stillwater Magnet
Project Award, the Stillwater Metal Project Award, and the Magnet Project 2 Award, the “ Award ”);

 which,
collectively, represent the total amount of funds that may be disbursed by the Department to the Recipient upon execution and delivery
of one or more Funding Obligations in accordance with Schedule A ( Fiscal Year Appropriations ).

 (b)
For any Project, the Department may execute and deliver one or more Funding Obligations authorizing the obligation of funds for the
Applicable Award up to the Scheduled Cumulative Disbursement Amount as set out in Schedule B ( Disbursement Milestone
Schedule ) subject to the satisfactory progress of such Project as determined by the Department. No obligation of funds for the
Award by the Department shall occur upon execution of this Agreement. An obligation of funds for the Award shall occur only upon
delivery of a Funding Obligation.

 2

 (c)
 The Department shall not be obligated to make, and shall be prohibited from making, any Disbursement with respect to any Project
pursuant to this Agreement in excess of the Scheduled Cumulative Disbursement Amount with respect to such Project as authorized in executed
and delivered Funding Obligations related to such Project.

 Section
2.2. Disbursement Procedure .

 2.2.1
 ASAP System . Subject to the terms of this Agreement, each Disbursement shall be made through the Department of Treasury’s
Automated Standard Application for Payment System (“ ASAP ”). Notwithstanding anything to the contrary set forth in
this ‎Article 2, the Recipient shall comply with all requirements and technical instructions necessary to receive a Disbursement
through ASAP as set out in the Award Handbook. The Recipient may designate a payment requestor through ASAP.

 2.2.2
 Disbursement Request .

 (a)
 Subject to the other requirements of this ‎Section 2.2, the Recipient may request a Disbursement for a Disbursement Milestone
for any Project on any date that is (i) on or after the date on which the Recipient reasonably determines that the Actual Milestone Completion
Date for such Disbursement Milestone has been achieved (without regard to, solely with respect to a Disbursement Request, the Department’s
confirmation thereof); and (ii) prior to the Milestone Completion Longstop Date for such Disbursement Milestone, by delivering to the
Department a completed Disbursement Request, substantially in the form of Exhibit B ( Form of Disbursement Request ), evidencing
the satisfactory completion of the applicable Disbursement Milestone and satisfaction of the conditions in Section 5.1 ( Conditions
Precedent to Each Disbursement ), except for the conditions set out in Sections ‎5.1.1 ( Funding Obligation ) and ‎5.1.6
( Receipt of Disbursement Date Certificate ).

 (b)
 The Recipient shall be entitled to submit a Disbursement Request for any Project only during the Disbursement Period for such
Project in accordance with this ‎Section 2.2. The Recipient may not request a Disbursement for a Project more frequently than once
per fiscal quarter without the Department’s prior written consent.

 2.2.3
 Disbursement Approval Notice. The Department shall have up to ninety (90) days to review Disbursement Requests received
by the Recipient and either (a) issue a Disbursement Approval Notice to the Recipient if the Department has determined that the relevant
Disbursement Milestone has been achieved and all other conditions precedent to the relevant Disbursement have been satisfied in accordance
with the terms of this Agreement; or (b) issue a notice to Recipient denying the Disbursement Request if the Department has determined
that the relevant Disbursement Milestone has not been achieved or one or more of the other conditions precedent to the relevant Disbursement
have not been satisfied in accordance with the terms of this Agreement. Within thirty (30) days of issuance of a Disbursement Approval
Notice to the Recipient, the Department shall make a Disbursement to the Recipient.

 2.2.4
 Disbursement Date . The actual Disbursement Date for any Disbursement Milestone for any Project may occur after the Milestone
Completion Longstop Date for such Disbursement Milestone.

 2.2.5
 Disbursement Date Certificate. The Recipient shall deliver an Officer’s Certificate of the Recipient Party Agent,
substantially in the form of Exhibit C ( Form of Disbursement Date Certificate ) one (1) Business Day prior to the scheduled Disbursement
Date in accordance with Section ‎5.1.6 ( Receipt of Disbursement Date Certificate ).

 3

 2.2.6
 Disbursement Amount 2.2.7 . With respect to any relevant Disbursement Milestone for any Project, the amount of the
Applicable Award available to be disbursed as a Disbursement (such amount, the “ Available Disbursement Amount ”) shall
be determined as follows:

 (a)
 in the case of a Full Disbursement Milestone, the amount of the Applicable Award available to be disbursed in connection with
such relevant Disbursement Milestone shall be an amount equal to:

 (i)
 the Scheduled Disbursement Amount for such Disbursement Milestone;

 plus

 (ii)
 if applicable, any True-Up Amount,

 and,
solely in the case of the final Disbursement Milestone for any Project, as the same may be further adjusted in accordance with paragraph
(d) below;

 (b)
 in the case of a Partial Disbursement Milestone, the amount of the Applicable Award available to be disbursed in connection with
such relevant Disbursement Milestone shall be an amount equal to:

 (i)
 the Milestone Disbursement Ratio for such Disbursement Milestone multiplied by the Incremental Capex Amount for such Disbursement
Milestone (such amount, the “ Partial Disbursement Amount ”);

 plus

 (ii)
 if applicable, any True-Up Amount;

 and,
solely in the case of the final Disbursement Milestone for any Project, as the same may be further adjusted in accordance with paragraph
(d) below;

 (c)
 in the event that (i) any Disbursement Milestone is a Partial Disbursement Milestone and (ii) the Actual Cumulative Capex Amount
for the relevant Project’s Disbursement Milestone immediately following such Partial Disbursement Milestone is greater than the
Scheduled Cumulative Capex Amount for such Partial Disbursement Milestone, the amount available to be disbursed in connection with such
immediately following Disbursement Milestone shall be increased by an amount equal to the difference between: (i) the Scheduled Disbursement
Amount for such Partial Disbursement Milestone less (ii) the Partial Disbursement Amount for such Partial Disbursement Milestone
(such amount, the “ True-Up Amount ”); and

 (d)
 with respect to the last Disbursement Milestone of any Project, if the Actual Cumulative Disbursement Ratio at the time the Recipient
submits the Disbursement Request for such last Disbursement Milestone for such Project is greater than the Scheduled Cumulative Disbursement
Ratio for such Project at such time, then the amount of the Applicable Award available to be disbursed as a Disbursement shall be decreased
by an amount necessary to ensure that, after giving effect to such last Disbursement, the Actual Cumulative Disbursement Ratio shall
equal the Scheduled Cumulative Disbursement Ratio.

 4

 (e)
 The amount of any Disbursement requested to be made hereunder shall in no event exceed the Available Disbursement Amount with
respect to the relevant Disbursement Milestone as of the date of the requested Disbursement.

 (f)
 As of the date the Recipient submits any Disbursement Request, after giving effect to the Scheduled Disbursement Amount to be
made on such date, the aggregate outstanding amount of all Disbursements shall not exceed the Scheduled Cumulative Disbursement Amount.

 Section
2.3. No Interest; No Approval of Work . For the avoidance of doubt, no interest or penalties shall accrue on the amount of a requested
Disbursement between the date of the Disbursement Request and the Disbursement Date, and the making of any Disbursement under the Financing
Documents shall not be deemed an approval or acceptance by the Department of any work, labor, supplies, materials or equipment furnished
or supplied with respect to any Project.

 Article
3

Payments

 Section
3.1. Place and Manner of Payments to the Department.

 (a)
 All payments to be made to the Department under this Agreement shall be sent by the Recipient in Dollars in immediately available
funds before 1:00 p.m. on the date when due and shall be payable pursuant to payment instructions provided by the Department to the Recipient
(as such instructions may be amended from time to time by the Department upon notice to the Recipient made in accordance with this Agreement)
not less than five (5) Business Days prior to the date when such payments are due (unless expressly provided for otherwise in this Agreement);
provided, however, that if the Department does not provide such payment instructions to the Recipient at least five (5) Business Days
prior to the due date for any such payment, such due date shall be extended to the date that is five (5) Business Days from the date
the Department provides such payment instructions to the Recipient.

 (b)
 In the event that the date of any payment to the Department or the expiration of any time period hereunder occurs on a day that
is not a Business Day, then such payment or expiration of time period shall be made or occur on the next succeeding Business Day, and
such extension of time shall in such cases be included in computing interest or fees, if any, in connection with such payment.

 Section
3.2. Net of Tax.

 (a)
 The Recipient understands and agrees that the Department is an agency or instrumentality of the United States and that all payments
by the Recipient to the Department hereunder are payable, and shall in all cases be paid, free and clear of all Taxes.

 (b)
 If the Recipient shall be required by Applicable Law to withhold or deduct any tax from or in respect of any sum payable hereunder
or under any other Financing Document to the Department, (i) the sum payable shall be increased as may be necessary so that after making
all such required deductions, the Department receives an amount equal to the sum it would have received had no such deductions been made;
(ii) the Recipient shall make such deductions; and (iii) the Recipient shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with Applicable Law.

 5

 Section
3.3. Payment of Costs and Expenses . The Recipient shall, whether or not the transactions contemplated by this Agreement or the
other Financing Documents are consummated, pay or reimburse, without duplication, (a) all reasonable and documented fees, out-of-pocket
costs and expenses of the Department (including all commissions, charges, costs and expenses for the conversion of currencies and all
other costs, charges and expenses, including all Periodic Expenses of the Department and reasonable and documented out-of-pocket fees
of the legal counsel, consultants and advisors for any of the foregoing) paid or incurred in connection with (i) the due diligence of
the Recipient Parties and the Projects; and (ii) the negotiation and preparation of this Agreement, and the Equity Documents or the other
Financing Documents and any other documents and instruments related to this Agreement or thereto (including any legal opinions ,
any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with,
this Agreement or any other Financing Document, any such other document or instrument related to this Agreement or thereto); and (b)
all documented out-of-pocket costs and expenses of the Department (including all commissions, charges, costs and expenses for the conversion
of currencies and all other costs, charges and expenses including all Periodic Expenses of the Department and reasonable and documented
out-of-pocket fees of the legal counsel, consultants and advisors for any of the foregoing) in connection with (i) the administration,
preservation in full force and effect and enforcement of this Agreement, the other Financing Documents and any other documents and instruments
referred to herein or therein (including, without limitation, the fees and disbursements of counsel for the Department and reasonable
travel costs); and (ii) any pursuit of any remedies under any of the Financing Documents, to the extent such costs and expenses are not
recovered from such foreclosure, sale or other disposition .

 Article
4

Conditions Precedent to the Award Date

 By
execution and delivery of this Agreement, each Recipient Party and the Department acknowledges and agrees that the following terms have
been satisfied in form and substance satisfactory to the Department as of the Award Date:

 Section
4.1. Financing Documents . Each Financing Document (other than each Security Document, the FFB Documents, the Collateral Agency
Agreement, the Subordination and Intercreditor Agreement and the Funding Obligations) shall have been duly executed and delivered by
each party thereto and shall be in full force and effect in accordance with its terms, and to the extent the Department is not a party
thereto, the Department shall have received a true and correct copy of the same.

 Section
4.2. Award Date Certificate . The Department shall have received an Officer’s Certificate of the Recipient Party Agent on
behalf of the Recipient Parties, substantially in the form of Exhibit A ( Form of Award Date Certificate ), together with the attachments
specified therein, and addressing such other matters as the Department may reasonably request.

 Section
4.3. Financial Model; Sources and Uses Plan; Budget; Schedule . The Department shall have received for each Project:

 (a)
 the Base Case Financial Model;

 (b)
 as part of the Base Case Financial Model or separately, a Sources and Uses Plan;

 (c)
 a Construction and Tool Installation Budget consistent with the Base Case Financial Model; and

 (d)
 a Milestone Based Schedule.

 6

 Section
4.4. Financial Statements . The Department shall have received the most recent annual and quarterly Consolidated Financial
Statements of the Recipient and its Subsidiaries that are available.

 Section
4.5. [Reserved.]

 Section
4.6. Legal Opinions . The Department shall have received legal opinions dated as of the Award Date and addressed to the Department
from each of:

 (a)
 Latham & Watkins LLP, as New York counsel to the Recipient Parties;

 (b)
 McAfee & Taft, as Oklahoma counsel to the Recipient Parties; and

 (c)
 Latham & Watkins (London) LLP, as English counsel to the Recipient Parties.

 Section
4.7. Federal Requirements and Approvals .

 4.7.1
 Lobbying Certification . The Department shall have received an executed (a) “Disclosure Form to Report Lobbying”
(Standard Form LLL) or written confirmation that the Recipient is not required to disclose any lobbying activities pursuant to 31 U.S.C.
§ 1352; and (b) “Certification Regarding Lobbying” (Form CD-511), in each case, from each Recipient Party.

 4.7.2
 Foreign Interests. The Department shall have received an SF-328 Certificate Pertaining to Foreign Interests executed by
the Recipient dated as of a recent date not more than thirty (30) days prior to the Award Date.

 4.7.3
 Application for Federal Assistance . The Department shall have received an executed “Application for Federal Assistance”
(Standard Form 424) from the Recipient.

 4.7.4
 SAM Registration . The Department shall have received evidence of the registration by the Recipient in SAM.

 4.7.5
 ASAP Enrollment . The Department shall have received evidence of the enrollment by the Recipient in ASAP.

 4.7.6
 [Reserved.]

 4.7.7
 Program Requirements . The Recipient shall be in compliance with all provisions set forth in ‎Annex D ( Program
Requirements ) applicable as of the Award Date.

 Section
4.8. [Reserved.]

 Section
4.9. Fees and Expenses . The Department shall have received evidence that all Periodic Expenses due and payable to the Department
and the Department’s Consultants on or prior to the Award Date have been paid or reimbursed in full or, in the case of the Department’s
Consultants, arrangements for payment have been made.

 Section
4.10. No Violation . Entering into the Financing Documents shall not result in a violation of any Applicable Law, any Financing
Document, any Governmental Approval, or any other material agreement or consent to which the Recipient is a party, or any material judgment
or approval to which the Recipient is subject.

 7

 Section
4.11. Lock-Up Agreement; Semiconductor MOUs . The Department shall have received a copy of each of the following:

 (a)
 the Lock-Up Agreement; and

 (b)
 at least two (2) Semiconductor MOUs.

 Section
4.12. [Reserved.]

 Section
4.13. Implementation of Safety Review Report . The Department shall have received evidence of implementation by the Recipient or
other applicable Recipient Party of all recommended actions from the Safety Review Report at the Wheat Ridge R&D Facility.

 Section
4.14. Third Party Validation of Nuclear Licensing . The Department shall have received evidence to its satisfaction regarding third
party validation of the nuclear material licensing requirements at the Wheat Ridge R&D Facility.

 Section
4.15. Power Infrastructure Plan . The Department shall have received evidence to its satisfaction of the resolution of the power
infrastructure plan for the Magnet Project 2.

 Section
4.16. Equity Documents; Equity Issuance; Equity Contribution . The Department shall have received:

 (a)
 a fully executed copy of each Equity Document, and each such Equity Document shall be in full force and effect in accordance with
its terms;

 (b)
 the Equity Interests in the Recipient in accordance with the terms and conditions set forth in the Equity Documents;

 (c)
 duly adopted board resolutions of the Recipient authorizing the execution and performance of the Equity Documents and the issuance
of Equity Interests in the Recipient to the Department in the amount specified in the Securities Issuance Agreement on or after the date
hereof; and

 (d)
 a certificate of a Financial Officer of the Recipient certifying that (i) the Recipient has made Equity Contributions to the other
Recipient Parties in cash in accordance with Section ‎ 8.2.8 ( Equity Contributions ),
and (ii) such funds have been used (or arrangements have been made for such funds to be used) exclusively to fund Project Costs in accordance
with the Construction and Tool Installation Budget, together with any such other evidence as the Department may request in connection
with clauses (i) or (ii) above.

 Section
4.17. Round Top Mine Project Real Property and Land Rights . The Department shall have received satisfactory evidence of the acquisition
by the Recipient of the Project Site (or the option to lease such land) for the Round Top Mine Project from the State of Texas.

 Section
4.18. Award Date Investment Policy . The Department shall have received a true, correct and complete copy of the investment policy
approved by the Recipient’s board of directors (or committee thereof) in effect as of the Award Date (the “ Award Date
Investment Policy ”), as certified by a Financial Officer of the Recipient.

 Section
4.19. Additional Documents . The Department shall have received such other information, documents, legal opinions, certifications
or consents relating to any Project, any Recipient Party, or any of the matters contemplated by the Financing Documents as the Department
may reasonably request.

 8

 Article
5

 Conditions Precedent to Each Disbursement

 Section
5.1. Conditions Precedent to Each Disbursement . With respect to each Project, the obligation of the Department to make any Disbursement
(including the first Disbursement) shall be subject to the prior satisfaction (or waiver in writing), of each of the following conditions
precedent and the delivery to the Department of each of the documents indicated below, all in form and substance satisfactory to the
Department as of the Disbursement Date for such Disbursement, unless indicated otherwise, and to their continued satisfaction on the
relevant Disbursement Date. The Department may (but shall not be required to) consult with any of the Department’s Consultants
regarding the satisfaction of any condition precedent.

 5.1.1
 Funding Obligations . As set forth in ‎Section 2.1(b) ( Award Amount ), the Department shall have executed and
delivered one or more Funding Obligations acknowledged by the Recipient that cumulatively obligates the Scheduled Cumulative Disbursement
Amount (inclusive of the then requested Disbursement).

 5.1.2
 Disbursement Request . The Department shall have received a Disbursement Request from the Recipient in accordance with ‎Section
2.2 ( Disbursement Procedure ) demonstrating completion of the applicable Disbursement Milestone as required by Section ‎5.1.5
( Completion of Disbursement Milestone ), together with (a) relevant invoices demonstrating that the proceeds of the relevant Disbursement
reimburse payment of Eligible Uses of Funds by the Recipient, and (b) an inventory of invoices describing the categories of spending
to be reimbursed with the requested Disbursement.

 5.1.3
 Commencement of Project . With respect to the first Disbursement for each Project, the Project Commencement Date for such
Project shall have occurred no later than the applicable Project Commencement Clawback Date; provided that the Recipient and the
Department acknowledge and agree that, with respect to the Round Top Mine Project, the Stillwater Magnet Project, and the Stillwater
Metal Project, the Project Commencement Date for each such Project occurred prior to the applicable Project Commencement Clawback Date.

 5.1.4
 Equity Contribution. The Department shall have received a certificate of a Financial Officer of the Recipient certifying
that (a) the Recipient has made all Equity Contributions applicable to such Project then required to have been made to the relevant Recipient
Party in accordance with Section ‎ 8.2.8 ( Equity Contributions ) and (b) all equity amounts
then required to have been raised in accordance with Section ‎8.2.18 ( Liquidity Requirements ) have been duly raised and
received by the Recipient, together with any such other evidence as the Department may request in connection with the same.

 5.1.5
 Completion of Disbursement Milestone . The Department shall have received satisfactory evidence that the Disbursement Milestone
for such Project that is required to have been achieved on or prior to the relevant Disbursement Date, in accordance with the applicable
Disbursement Milestone Schedule, has been achieved.

 5.1.6
 Receipt of Disbursement Date Certificate . One (1) Business Day prior to the Disbursement Date, or such other recent date
after the issuance of the applicable Disbursement Approval Notice as may be acceptable to the Department, the Department shall have received
an Officer’s Certificate of the Recipient Party Agent, substantially in the form of Exhibit C ( Form of Disbursement Date Certificate )
and addressing such other matters as the Department may reasonably request.

 9

 5.1.7 Representations
and Warranties . Each of the representations and warranties made (or deemed made) by each Recipient Party in any Financing
Document to which it is a party shall be true and correct in all material respects (except to the extent any such representation and
warranty itself is qualified by “materiality,” “material adverse effect” or a similar qualifier, in which
case it shall be true and correct in all respects) as of the date such representation or warranty is made (or deemed made), except
to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or
warranty shall be true and correct as of such date or time).

 5.1.8
 No Default . No Event of Default or Potential Event of Default has occurred and is continuing or would result from the making
of such Disbursement or from the application of the proceeds thereof.

 5.1.9
 No Guardrail Suspension . The Secretary has not made any determination in accordance with the Guardrail Provisions to suspend
the Recipient’s ability to request Disbursements.

 5.1.10
 Major Project Documents . With respect to each Project, to the extent not previously delivered to the Department pursuant
to Section 4.11 ( Lock-Up Agreement; Semiconductor MOUs ), the Department shall have received a fully executed copy of all additional
Major Project Documents required to be delivered pursuant to the relevant Disbursement Milestone.

 5.1.11
 [Reserved.]

 5.1.12
 Site Plan; Real Property Documents . The Department shall have received, prior to the first Disbursement under this Agreement,
a site plan with respect to each Project, depicting the land and improvements (including those existing and those to be developed improvements
and site plan overlay) constituting such Project and the relevant Project Site, and true and correct copies of any Real Property Documents
related to any Project Site requested by the Department.

 5.1.13
 Site Acquisition . The Department shall have received, prior to the first Disbursement under this Agreement, satisfactory
evidence of the acquisition or lease by the applicable Recipient Party of the Project Site (or the option to lease such land) for each
applicable Project.

 5.1.14
 Trust Property . The Department shall have received, prior to the first Disbursement under this Agreement, (a) evidence
that any statement of interest, public notice, registration and filing, and/or notice and acknowledgement necessary or advisable to give
effect to the Federal Interest in the Trust Property shall have been duly filed and registered or recorded, as applicable, in every jurisdiction
where such filing or recording is necessary or advisable, and shall be in full force and effect; and (b) evidence that all fees, duties,
stamp taxes or other expenses in connection with such filing, registration or recording of the Federal Interest in the Trust Property
have been paid in full.

 5.1.15
 Additional Documents . The Department shall have received such other information, documents, legal opinions, certifications,
or consents relating to any Project or any Recipient Party, or the matters contemplated by the Financing Documents as the Department
may reasonably request, which for the avoidance of doubt may include an update to any item usually requested in connection with semi-annual
or annual reporting to the Department pursuant to Sections 2 and 3 of Annex F ( Reporting Covenants ) including, without limitation,
newly available unaudited quarterly Financial Statements, or updates to the Milestone Based Schedule, Construction and Tool Installation
Budget, and Sources and Uses Plan.

 10

 Article
6

 Title
to Trust Property

 Each
Recipient Party covenants and agrees during the Period of Performance that:

 Section
6.1. Trust Relationship . Legal title of the Trust Property shall vest with the Recipient; provided, however, (a) all Trust Property
shall be held in trust by the Recipient (or any other Recipient Party), as trustee, for the Department, as beneficiary; and (b) the Department
shall retain an undivided, equitable, reversionary interest in the Trust Property (the “ Federal Interest ”).

 Section
6.2. Use of Trust Property .

 (a)
 The Recipient (and each other Recipient Party permitted to have the use of any Trust Property) shall not use the Trust Property
for any other purpose or in any manner that is inconsistent with, or contrary to, the Authorized Purpose of the Projects.

 (b)
 If any Project IP is acquired or improved in whole or in part with the proceeds of any Direct Funding such that it constitutes
Trust Property, the Recipient shall grant, and shall cause each other applicable Recipient Party and each licensor of such Project IP
under a Project IP Agreement to grant or otherwise permit to grant, to the Department an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation) for the purpose of enabling the Department to exercise its rights, remedies, powers
and privileges in respect of such Project IP that constitutes Trust Property.

 Section
6.3. Dispositions of Trust Property . The Recipient shall not Dispose of any Trust Property, or any interest therein, without the
prior written consent of the Department, unless the Recipient:

 (a)
 notifies the Department in writing of any proposed Disposition of any Trust Property, or any interest therein, at least thirty
(30) days prior to the intended date of such Disposition and provides the Department with such information and documentation as the Department
may reasonably request; and

 (b)
 Disposes of such Trust Property and applies the proceeds, if any, to (i) acquire replacement assets of similar value for use in
connection with any Project within one hundred eighty (180) days of such Disposition; or (ii) to the extent the proceeds are not applied
to the acquisition of such replacement assets within one hundred eighty (180) days of such Disposition, pay the Department an amount
equal to the product of (A) the net proceeds from the Disposition of the relevant Trust Property; and (B) the percentage of the Department’s
participation in the original cost of acquiring or improving such Trust Property for the relevant Project as set forth in the property
records maintained in accordance with ‎Section 6.6(a) ( Trust Property Management ).

 Section
6.4. Liens and Encumbrances on Trust Property (a). Other than Permitted Liens, the Recipient and each other Recipient Party shall
not, and shall not agree to, create, incur, assume or otherwise permit to exist any Lien upon or with respect to any portion of the Trust
Property, whether now owned or hereafter acquired without the prior written consent of the Department.

 Section
6.5. Maintenance of Trust Property . The Recipient and each other Recipient Party shall preserve, maintain, repair and replace (or
cause to be preserved, maintained, repaired and replaced) the Trust Property in accordance with the Financing Documents and Prudent Industry
Practice.

 11

 Section
6.6. Trust Property Management . The Recipient shall maintain
procedures for managing equipment and other personal property constituting Trust Property (including replacement equipment), which
shall include, at a minimum, the following:

 (a)
 the Recipient shall maintain property records, which shall include a description of (i) the Trust Property; (ii) a serial number
or other identification number; (iii) the source of funding for the Trust Property (including the Federal Award Identification Number);
(iv) the Person who holds title; (v) the acquisition date; (vi) the cost of the Trust Property; (vii) the percentage of Direct Funding
used to acquire or improve the Trust Property; (viii) the location, use and condition of the Trust Property; and (ix) any ultimate Disposition
data, including the date of disposal and sale price of the Trust Property;

 (b)
 the Recipient shall conduct a physical inventory of the Trust Property, and reconcile the results of such inventory with the Recipient’s
property records, at least once every two (2) years;

 (c)
 the Recipient shall develop a control system to ensure adequate safeguards to prevent loss, damage, or theft of the Trust Property
and investigate any such loss, damage, or theft;

 (d)
 the Recipient shall develop adequate maintenance procedures to ensure the Trust Property is maintained in good condition; and

 (e)
 the Recipient shall establish a proper sales procedure to ensure the highest possible return on the Trust Property.

 Section
6.7. Recording and Preservation of the Federal Interest . The Recipient shall, at its own cost and expense (and the Department may):

 (a)
 (i) execute, file, register and record (or cause to be executed, filed, registered or recorded), as applicable, statements of
interest, public notices of record and other documents, as of the Award Date (or such later date with respect to assets acquired after
the Award Date), in all places necessary or advisable (in the opinion of the Department) to indicate that the use and disposition conditions
set forth in this ‎Article 6 ( Title to Trust Property ) apply to the Trust Property; and (ii) deliver or publish notice to
third parties that may be required or requested by the Department to indicate that the Federal Interest in the Trust Property has been
created under Applicable Law as a result of the Award;

 (b)
 take all actions that are necessary or advisable (in the opinion of the Department), or otherwise requested by the Department,
to establish, maintain, preserve, protect and continue good and marketable title to the Trust Property and the Federal Interest in the
Trust Property;

 (c)
 furnish timely notice of any such action, together with any such instruments, in execution form, and such other information as
may be required or reasonably requested by the Department; and

 (d)
 pay all costs, fees, Taxes and Periodic Expenses in connection with any of the foregoing.

 12

 Article
7

 Representations and Warranties

 Each
Recipient Party, as applicable, makes each of the following representations and warranties to and in favor of the Department as of:
(a) the Award Date; (b) each Disbursement Date; and (c) each Project Completion Date, as applicable (in all cases, both immediately
before and immediately after giving effect to the Disbursements, if any, being made on such date), except as such representations
and warranties are expressly made as to an earlier date, in which case such representations and warranties will be true as of such
earlier date:

 Section
7.1. Organization . It (a) is duly organized, validly existing and in good standing (or such similar concept in the relevant jurisdiction,
if such a concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization; (b) is duly
qualified to do business in the jurisdiction of its organization, the state jurisdiction where each Project is located, and in each other
jurisdiction where the failure to so qualify could reasonably be expected to have a Material Adverse Effect; and (c) has all requisite
power and authority to (i) own or hold under lease and operate the Property it purports to own or hold under lease; (ii) carry
on its business as now being conducted and as proposed to be conducted in respect of the Projects; and (iii) execute, deliver, perform
and observe the terms and conditions of each of the Financing Documents to which it is a party and carry out the transactions contemplated
hereby and thereby.

 Section
7.2. Authorization; No Conflict . It has duly authorized, executed and delivered the Financing Documents to which it is a party,
and neither its execution and delivery thereof nor its consummation of the transactions contemplated hereby or thereby nor its compliance
with the terms of this Agreement or thereof does or will (a) contravene its Organizational Documents or any Applicable Laws in any
material respect; (b) contravene or result in any breach or constitute any default under any material Governmental Judgment; (c) contravene
or result in any breach or constitute any default under, or result in or require the creation of any Lien upon any of its material Properties
under any material agreement or instrument to which it is a party or by which it or any of its Properties may be bound, except for any
Permitted Liens; or (d) require the consent or approval of any Person other than the Required Approvals and any other consents or
approvals that have been obtained and are in full force and effect.

 Section
7.3. Compliance with Laws . It has conducted and is conducting its business and each Project in compliance with:

 (a)
 the CHIPS Act;

 (b)
 the Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq. );

 (c)
 the False Claims Amendments Act of 1986 (18 U.S.C. § 287);

 (d)
 the False Statements Accountability Act of 1996 (18 U.S.C. § 1001);

 (e)
 the Civil False Claims Act (31 U.S.C. §§ 3729 – 3733);

 (f)
 all applicable federal labor and employment laws, including Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e
 et seq .), the Fair Labor Standards Act (29 U.S.C. § 203), the Occupational Safety and Health Act (29 U.S.C. § 653) and
the National Labor Relations Act (29 U.S.C. § 151 et seq .) in all material respects;

 (g)
 all applicable Export Control Laws in all respects, except for any actual or potential violations that involve only unintentional
minor, technical infractions, which either (i) were voluntarily self-disclosed to BIS within sixty (60) days of such Recipient Party’s
becoming aware of the violation and promptly resulted in the issuance of a warning or no action letter by BIS; or (ii) otherwise could
not reasonably be expected to give rise to an enforcement action, or the imposition of any fine or penalty by any Governmental Authority;
and

 13

 (h)
 without prejudice to ‎Section 7.2 ( Authorization; No Conflict ), any other provision of this ‎Section 7.3,
‎Section 7.7 ( Required Approvals ), ‎Section 7.8 ( Intellectual Property ), ‎Section 7.16 ( Environmental
Laws ), ‎Section 7.17 ( Federal Requirements ), ‎Section 7.18 ( Foreign Entity of Concern; Prohibited Persons;
Sanctions; Export Control Laws; Anti-Corruption; Anti-Money Laundering Laws ), in all material respects, all other Applicable Laws,
Required Approvals and its Organizational Documents.

 Section
7.4. Legality; Validity; Enforceability . Each Financing Document to which it is (or will be when executed) a party constitutes
a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Applicable Laws affecting creditors’ rights
generally and by general principles of equity.

 Section
7.5. Real Property .

 (a)
 It or another Recipient Party owns and has valid legal and beneficial title to, or holds a valid leasehold interest in, all Real
Property in each Project Site (other than, as of the Award Date, the Project Site with respect to the Additional Projects).

 (b)
 All easements, leasehold and other Property interests and utility and other services, means of transportation, facilities, other
materials and rights held that are reasonably necessary for the construction, completion and operation of any Project (other than, as
of the Award Date, any Additional Project) have been obtained or are commercially available to such Project at the applicable Project
Site (other than, as of the Award Date, the Project Site with respect to the Additional Projects).

 (c)
 Any Leases material to any Project and in existence on the date of this representation and under which any Recipient Party is
a lessee are valid and subsisting, such Recipient Party is not in default in any material respect under any of such Leases, such Recipient
Party enjoys peaceful and undisturbed possession of all Property subject to such Leases, and such Recipient Party has the right to continue
to enjoy such possession during the time when any such Property is necessary for any Project.

 (d)
 Each Project Site is sufficient and appropriate in all material respects for the development, siting, design, engineering, construction,
ownership, operation, maintenance and use of the relevant Project as contemplated by the Financing Documents.

 (e)
 Except as shown on the applicable ALTA Survey, all of the improvements on each Project Site lie wholly within the boundaries and
building restriction lines of such Project Site, and no improvements on adjoining properties encroach upon such Project Site, and no
improvements on such Project Site encroach upon or violate any easements or other encumbrances upon such Project Site, in each case,
so as to materially impair the development, construction, operation, or use by (or for the benefit of) the Recipient Party of such Project
Site for the applicable Project, except those that are or, on and following the date of the first Disbursement for such Project will
be, insured against. To its Knowledge, no ALTA Survey fails to reflect any material matters adversely affecting the applicable Project
Site or the title thereto.

 (f)
 No condemnation or adverse zoning or usage change proceeding has occurred or has been threatened in writing against any of the
Real Property that could materially impair the development, construction, operation, access to or use by (or for the benefit of) the
Recipient of any Project Site for any Project.

 Section
7.6. Liens on Trust Property . It has not created, and is not under any obligation to create, and has not entered into any transaction
or agreement that would result in the imposition of, any Lien upon any of the Trust Property, except for Permitted Liens.

 14

 Section
7.7. Required Approvals .

 (a)
 Each Required Approval that is required to be obtained as of any date on which this representation is made has been duly and validly
issued, is in full force and effect and is, or, with the passage of time following the expiration of any relevant appeal period, will
be, Non-Appealable, and it has no reason to believe that any such Required Approvals already obtained will be revoked.

 (b)
 It has no reason to believe that it, any other Recipient Party or, to its Knowledge, any relevant Major Project Participant will
be unable to obtain the Required Approvals applicable to it in the ordinary course of business free from conditions or requirements or,
if any Recipient Party has Knowledge that any Major Project Participant is unable to do so, the relevant Recipient Parties have implemented,
or caused to be implemented, alternative arrangements that the Department in its sole discretion has confirmed in writing are acceptable
for the purposes of this ‎Section 7.7) and, in each case, at such time or times as may be necessary to avoid any material delay
in, or impairment to the transactions contemplated by the Financing Documents.

 (c)
 It and, to its Knowledge, each Major Project Participant is in compliance in all material respects with all Required Approvals
that have been obtained by, or are otherwise applicable to, such Person (or, if any Recipient Party has Knowledge that any Major Project
Participant is not so in compliance, the relevant Recipient Parties have implemented alternative arrangements that the Department in
its sole discretion has confirmed are acceptable for the purposes of this ‎Section 7.7).

 Section
7.8. Intellectual Property .

 (a)
 The Recipient Parties, collectively, exclusively own or hold a valid and enforceable license, permit, certificate, franchise,
or other authorization or right to use all Project IP and have possession of or access to all material Intellectual Property Embodiments.

 (b)
 It is not in material breach of or default under any Project IP Agreement in effect. To its Knowledge, there are no facts or circumstances
that would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any revocation or termination
of any Project IP Agreement, or the Recipient Party’s rights or licenses to any Project IP thereunder.

 (c)
 There is no pending or, to its Knowledge, threatened Action (in writing) challenging the ownership, validity, enforceability,
scope or use of, or otherwise relating to, any of the Project IP in any material respect.

 (d)
 There is no invention, assignment or other agreement granting any ownership rights in such Project IP to any Person that would
limit any Recipient Party’s ability to use such Project IP in any material respect.

 Section
7.9. Litigation . There is no pending or, to its Knowledge, threatened Action (in writing) that relates to:

 (a)
 the legality, validity or enforceability of any Financing Document or any transaction contemplated by any of the Financing Documents;

 (b)
 any Recipient Party or any Project, that (excluding any Action contemplated under paragraph (a) above) either individually or
in the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect.

 15

 Section
7.10. Labor Disputes . There are no strikes, slowdowns or work stoppages ongoing or threatened in writing by any of its employees
or, to its Knowledge, any Major Project Participant or any employees thereof that have caused or could reasonably be expected to cause
a Material Adverse Effect (or, if any Recipient Party has Knowledge of any such strikes, slowdowns or work stoppages ongoing or threatened
in writing by any Major Project Participant or any employees thereof, the relevant Recipient Party has implemented alternative arrangements
that the Department in its sole discretion has confirmed are acceptable for the purposes of this ‎Section 7.10).

 Section
7.11. Taxes . It has:

 (a)
 filed all tax returns required by Applicable Laws to be filed by it and has paid: (i) all income Taxes that have become due
pursuant to such tax returns; and (ii) all other material Taxes and assessments payable by it that have become due (in each case
of clauses (i) and (ii), other than those Taxes that it is contesting in good faith and by appropriate proceedings, for which reserves
have been established to the extent required by the Applicable Accounting Requirements); and

 (b)
 not been convicted of a criminal offense under the Internal Revenue Code.

 Section
7.12. Financial Statements . Each Financial Statement of each Recipient Party or of any other Person delivered to the Department
pursuant to ‎Section 4.4 ( Financial Statements ) or ‎Annex F ( Reporting Covenants ), as applicable, is complete
and correct, has been prepared in accordance with the Applicable Accounting Requirements and presents fairly, in all material respects,
the financial condition of such Person as of the respective dates of the Financial Statements for the respective periods covered therein.
Such Financial Statements reflect all liabilities or obligations of such Person, and other information of any nature whatsoever for the
period to which such Financial Statements relate that are required to be disclosed in accordance with Applicable Accounting Requirements.
With respect to any such Person, since the date of delivery of such Financial Statements, or the respective date of such Financial Statements,
whichever is earlier, such Person has not incurred or assumed any liabilities or obligations that would be required to be disclosed in
Financial Statements in accordance with the Applicable Accounting Requirements which has not been disclosed to the Department in writing.

 Section
7.13. Contracts; Other Transactions. It has not, directly or indirectly: (i) entered into any transaction or series of related
transactions related to any Project with any Affiliate at prices or on terms and conditions less favorable to it than as would reasonably
be obtained on an arm’s-length basis from unrelated third parties; (ii) except as permitted pursuant to ‎ Section
9.3 ( Affiliate Transactions. ) or as set forth on Schedule D ( Affiliate Transactions ), entered into any transaction or
series of related transactions related to any Project with any Affiliate; and (iii) established any sole and exclusive purchasing or
sales agency, or entered into any transaction, whereby any Recipient Party might pay more than the fair market value for products or
services of others with respect to any Project.

 Section
7.14. Construction and Tool Installation Budget; Project Schedule .

 (a)
 With respect to each Project, the Construction and Tool Installation Budget (i) is complete and based on reasonable assumptions;
(ii) is consistent with the provisions of the applicable Major Project Documents in all material respects; (iii) has been prepared in
good faith and with due care; and (iv) fairly represents in all material respects the Recipient Parties’ expectation as to the
matters covered thereby as of any date on which this representation is made or deemed made.

 (b)
 With respect to each Project, the Construction and Tool Installation Budget represents each Recipient Party’s best estimate
of Total Project Costs anticipated to be incurred to achieve the Project Completion Date for such Project by no later than the final
Milestone Completion Longstop Date for such Project.

 16

 Section
7.15. Adequate Project Funding . The Total Funding Plan for each Project will be sufficient to pay all remaining Project
Costs for such Project and to achieve the Project Completion Date for such Project by no later than the final Milestone Completion Longstop
Date for such Project.

 Section
7.16. Environmental Laws .

 (a)
 All Required Approvals that are required to be obtained for any Project as of each date on which this representation is given
relating to (i) air emissions; (ii) discharges to surface water or ground water; (iii) noise emissions; (iv) the use,
generation, storage, transportation or disposal of Hazardous Substances; or (v) otherwise required under applicable Environmental Law
have been obtained.

 (b)
 It has not received written notice of, and is not aware of nor otherwise has Knowledge of, any facts or circumstances that could
reasonably be expected to result in, any complaint, order, directive, claim, citation or notice of violation arising under Environmental
Law by any Governmental Authority that is, or could reasonably be expected to become, material.

 (c)
 There is not, and has not been, any condition, circumstance, action, activity or event with respect to any Project, any Recipient
Party, or any Project Site that could reasonably form the basis of any material violation of any Environmental Law or that could reasonably
be expected to have a Material Adverse Effect.

 (d)
 It is in compliance with all applicable Environmental Law in all material respects.

 (e)
 No Recipient Party nor, to the Knowledge of any Recipient Party, any other Person, has used, generated, manufactured, produced,
stored, or Released, any Hazardous Substances at, on, under or about any Project Site or any Facility or transported any Hazardous Substances
thereto or therefrom, in a manner that could reasonably be expected to: (i) result in, or form the basis of, a material Environmental
Claim; (ii) cause any Project to be subject to any material restrictions arising under any Environmental Law; (iii) have a Material Adverse
Effect; or (iv) result in material harm to the environment, or worker health or safety.

 Section
7.17. Federal Requirements .

 (a)
 Davis-Bacon Act Requirements . Each representation and warranty set forth in ‎Section 2 ( Representations and Warranties )
of ‎Annex E ( Davis-Bacon Act Requirements ) is true and correct.

 (b)
 Guardrail Provisions .

 (i)
 It is in compliance with all applicable Guardrail Provisions.

 (ii)
 Each of the lists of existing facilities and ongoing Joint Research and Technology Licensing, each as attached as Appendix 1 to
the Guardrail Provisions, is true and correct, and such appendices memorialize all information required to be set forth herein pursuant
to ‎Section 1 ( Prohibition on Certain Expansion Transactions ) and ‎Section 2 ( Prohibition on Certain Joint Research
or Technology Licensing ) of the Guardrail Provisions.

 (iii)
 Each Person that as of the date hereof is a member of the Recipient’s “affiliated group,” as such term is defined
under 26 U.S.C. § 1504(a), without regard to 26 U.S.C. § 1504(b)(3) is set forth in Part 4 ( Members of the Affiliated
Group ) of Appendix 1 of the Guardrail Provisions.

 17

 (iv)
 Each Mitigation Agreement, if any, required pursuant to the Guardrail Provisions, is in full force and effect and no violation
thereof has occurred.

 (c)
 Inverted Corporation Requirement . It is not a foreign incorporated entity which is treated as an inverted domestic corporation
under Section 835(b) of the Homeland Security Act of 2002 (6 U.S.C. § 395(b)) or a Subsidiary of such an entity.

 Section
7.18. Foreign Entity of Concern; Prohibited Persons; Sanctions; Export Control Laws; Anti-Corruption; Anti-Money Laundering Laws .

 (a)
 It is not a Foreign Entity of Concern.

 (b)
 It nor any of its respective members, directors, or officers is a Prohibited Person, and to its Knowledge, none of its employees,
agents or representatives acting in such capacities is a Prohibited Person.

 (c)
 To its Knowledge, no event has occurred, and no condition exists, that is reasonably likely to result in any Recipient Party becoming
a Prohibited Person.

 (d)
 There are no Actions pending or, to its Knowledge, threatened, against or affecting any Recipient Party or their respective members,
directors, officers, employees, agents or representatives acting in such capacities regarding any actual or alleged non-compliance with
any Sanctions, Export Control Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

 (e)
 Each Recipient Party has adopted and implemented and maintains policies and procedures designed to promote and achieve compliance
with all applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

 (f)
 It and its respective members, directors, officers, and, to its Knowledge, employees, agents and representatives thereof acting
in such capacities, are, and for the last five (5) years have been, in compliance with (i) all applicable Anti-Money Laundering Laws;
and (ii) all Sanctions and all applicable Export Control Laws in all respects, except for any actual or potential violations that involve
only unintentional minor, technical infractions of an Export Control Law (including, for the avoidance of doubt, an Export Control Law
which also constitutes a Sanction), which either (A) were voluntarily self-disclosed to BIS within sixty (60) days of it becoming aware
of the violation, and, promptly resulted in the issuance of a warning or no action letter by BIS; or (B) otherwise could not reasonably
be expected to give rise to an enforcement action, or the imposition of any fine or penalty by any Governmental Authority.

 (g)
 None of the Trust Property is owned, traded or used, directly or, to its Knowledge, indirectly by a Prohibited Person.

 (h)
 It and each of its Principal Persons, and, to its Knowledge, its employees, agents, and representatives acting in such capacities
have complied with all applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption Laws in obtaining any
consents, licenses, approvals, authorizations, rights or privileges with respect to any Project and, otherwise, have conducted each Project
in compliance with all applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

 18

 (i)
None of the Recipient Parties, their members, directors, officers, or, to the Knowledge of the Recipient Parties, their employees,
agents or representatives acting in such capacities, has made, offered or promised to make, provided or paid any unlawful
contributions, entertainment or anything of value to any local or foreign official (including employees of state-owned or controlled
entities), foreign political party or party official or any candidate for foreign political office:

 (i)
 in order to influence any act or decision of any foreign official, foreign political party, party official or candidate for foreign
political office in his or her official capacity, including a decision to fail to perform his or her official functions;

 (ii)
 to secure an advantage; or

 (iii)
 with the intent to induce the recipient to misuse his or her official position to direct business to the Recipient or any of its
Affiliates or to any other Person,

 in
each case, in violation of any applicable Anti-Corruption Laws or any other Applicable Law.

 Section
7.19. Insolvency Proceedings; Solvency .

 (a)
 It is not the subject of any pending, or to its Knowledge, threatened, Insolvency Proceeding.

 (b)
 It is and, after giving effect to any requested Disbursement, will be Solvent.

 Section
7.20. No Defaults . No Event of Default or Potential Event of Default has occurred and is continuing.

 Section
7.21. No Force Majeure . No Event of Force Majeure has occurred and is continuing.

 Section
7.22. No Event of Loss . No Threshold Event of Loss has occurred or could reasonably be expected to occur.

 Section
7.23. Material Adverse Effect . No event or circumstance (including any legal, arbitral or other dispute review proceeding or any
change in law) has occurred and is continuing since the date of the Applications, that has or could reasonably be expected to have or
result in a Material Adverse Effect.

 Section
7.24. Full Disclosure . The statements and information contained in the Financing Documents, taken together with all documents,
reports or other written information pertaining to any Project that have been furnished by or on behalf of it to the Department or any
Consultant from time to time, are true and correct in all material respects and do not contain any material misstatement of fact or omit
to state a material fact or any fact necessary to make the statements contained therein not materially misleading at the time they were
made.

 Section
7.25. No Immunity . Neither it nor any of its assets is entitled to immunity in any jurisdiction in which judicial proceedings may
at any time be commenced with respect to this Agreement or any other Financing Document.

 Section
7.26. No Federal Debt Delinquency . It does not have (a) any judgment Lien against any of its Property for a debt owed to the United
States; or (b) any Indebtedness owed to the United States or any Governmental Authority thereof that is in delinquent status, as the
term “delinquent status” is defined in 31 C.F.R. 285.13(d), including any Tax liabilities (other than those Taxes that it
is contesting in good faith and by appropriate proceedings, for which reserves have been established to the extent required by the Applicable
Accounting Requirements) except to the extent such delinquency has been resolved with the appropriate Governmental Authority in accordance
with Applicable Law.

 19

 Section
7.27. No Debarment .

 (a)
 No event has occurred and no condition exists that is likely to result in its debarment or suspension or of its members, directors
or officers from contracting with the U.S. Government or any agency or instrumentality thereof.

 (b)
 Neither it nor any of its members, directors or officers is or has been subject to any debarment or suspension.

 Section
7.28. Information Technology; Cyber Security; Data .

 (a)
 The information technology (including data communications systems, equipment and devices) used in the business of such Recipient
Party (collectively, the “ IT Systems ”) operates and performs in all material respects as necessary: (i) with respect
to the Recipient, (A) for the development, design, engineering, procurement, construction, starting up, commissioning, ownership, operation
or maintenance of each Project; and (B) to complete the activities designated to achieve, for each Project, the Project Completion Date;
and (ii) with respect to each other Recipient Party, to exercise such Recipient Party’s rights and perform its obligations under
the Financing Documents in a timely manner.

 (b)
 The Recipient has implemented and maintains, has caused, or no later than the first Disbursement Date for the relevant Project,
will have caused, each other applicable Recipient Party and Major Project Participant to implement and maintain in connection with the
relevant Project, commercially reasonable privacy, information security, cyber security, disaster recovery, business continuity, data
backup and incident response plans, policies and procedures consistent with Prudent Industry Practice (including administrative, technical
and physical safeguards) designed to protect: (i) Sensitive Information from any unauthorized, accidental, or unlawful Processing or
loss; (ii) each applicable IT System from any unauthorized or unlawful access, acquisition, use, control, disruption, destruction, or
modification; and (iii) the integrity, security and availability of the Sensitive Information and IT Systems.

 (c)
 It has taken and will take reasonable measures to safeguard protected personally identifiable information and other confidential
or sensitive personal or business information created or obtained in connection with each Award.

 Section
7.29. CFIUS . All direct and indirect investments in the Recipient Parties or any of their Affiliates contemplated by or in connection
with this Agreement and the Projects, if any, do not require CFIUS Approval as such investments would not constitute a “covered
transaction” under Section 721 of the Defense Production Act.

 Article
8

 Affirmative Covenants

 Section
8.1. Reporting Covenants . Unless the Department waives compliance in writing, during the Period of Performance, the Recipient Party
Agent shall, at its own expense, furnish, or cause to be furnished, to the Department on behalf of the Recipient Parties, all information
as and when required in accordance with ‎Annex F ( Reporting Covenants ).

 20

 Section
8.2. Affirmative Covenants . Each Recipient Party, as applicable, covenants and agrees that during the Period of Performance,
unless the Department waives compliance in writing:

 8.2.1
 Internal Controls; Monitoring and Reporting .

 (a)
 Each Recipient Party acknowledges and understands that the Department is responsible for protecting taxpayer resources, including
by ensuring strong compliance and accountability measures for the relevant Recipient Parties with respect to each Disbursement.

 (b)
 Each Recipient Party shall establish and maintain effective internal control over the proceeds of any Disbursements to provide
reasonable assurance that any costs of the Recipient or any Person paid or reimbursed with such Disbursement constitute Eligible Uses
of Funds.

 (c)
 Each Recipient Party shall monitor activities funded by any Disbursement to provide reasonable assurance that the proceeds of
such Disbursement are used in compliance with the terms of this Agreement and the performance expectations with respect to the Projects
set forth herein and in the other Financing Documents. Upon request by the Department, each Recipient Party shall provide any invoices,
other financial records, and performance reporting information provided by any third party that has received any proceeds of any Disbursement
for the purpose of demonstrating performance in alignment with this Agreement.

 8.2.2
 Operations . The Recipient shall own, operate and maintain (or cause the other relevant Recipient Parties to own, operate
and maintain) each Project in accordance with Prudent Industry Practice.

 8.2.3
 Compliance with Applicable Law . Each Recipient Party shall comply with and conduct its business, operations, assets, equipment,
property, leaseholds, each Project and each Facility in compliance with:

 (a)
 the CHIPS Act;

 (b)
 the Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq. );

 (c)
 the False Claims Amendments Act of 1986 (18 U.S.C. § 287);

 (d)
 the False Statements Accountability Act of 1996 (18 U.S.C. § 1001);

 (e)
 the Civil False Claims Act (31 U.S.C. §§ 3729 – 3733);

 (f)
 all applicable federal labor and employment laws, including Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e
 et seq .), the Fair Labor Standards Act (29 U.S.C. § 203), the Occupational Safety and Health Act (29 U.S.C. § 653) and
the National Labor Relations Act (29 U.S.C. § 151 et seq .) in all material respects;

 (g)
 all applicable Export Control Laws in all respects, except for any actual or potential violations that involve only unintentional
minor, technical infractions, which either (i) were voluntarily self-disclosed to BIS within sixty (60) days of the relevant Recipient
Party becoming aware of the violation, and, promptly resulted in the issuance of a warning or no action letter by BIS; or (ii) otherwise
could not reasonably be expected to give rise to an enforcement action, or the imposition of any fine or penalty by any Governmental
Authority; and

 21

 (h)
 without prejudice to any other provision of this Section ‎8.2.3, Section ‎8.2.11 ( Required Approvals ) and
Section ‎8.2.15 ( Federal Requirements ), all other Applicable Laws in all material respects.

 8.2.4
 Insurance . Each Recipient Party shall maintain, or cause to be maintained, in effect at all times insurance with reputable
insurance companies, with respect to its then-existing Properties (including liability and business interruption coverage), against such
risks and hazards, in such amounts, and in such form, as is usually carried by companies of a similar size that are engaged in the same
or a similar business and that own similar properties in the same or similar geographic area and are acting in accordance with Prudent
Industry Practice.

 8.2.5
 Taxes .

 (a)
 Each Recipient Party shall pay or cause to be paid on or before the date payment is due: (i) all Taxes (including stamp taxes),
duties, fees, Periodic Expenses or other charges payable on or in connection with the execution, issue, delivery, registration or notarization,
or for the legality, validity or enforceability, of the Financing Documents (other than those Taxes that it is contesting in good faith
and by appropriate proceedings for which reserves have been established to the extent required by the Applicable Accounting Requirements);
provided that, each Recipient Party shall promptly pay any valid, final judgment rendered upon the conclusion of any relevant Action
enforcing any Tax and cause it to be satisfied of record; and (ii) all claims, levies or liabilities (including claims for labor,
services, materials and supplies) (other than those claims, levies or liabilities that it is contesting in good faith and by appropriate
proceedings for which reserves have been established to the extent required by the Applicable Accounting Requirements), for sums that
have become due and payable and that have or, if unpaid, might become a Lien (other than a Permitted Lien) upon the Property of the Recipient
(or any part thereof).

 (b)
 Each Recipient Party shall file all tax returns required by Applicable Laws to be filed by it and shall pay or cause to be paid
on or before the date payment is due (i) all income Taxes required to be paid by it; and (ii) all other material Taxes and assessments
required to be paid by it (other than those Taxes that it contests in good faith and by appropriate proceedings, for which reserves are
established to the extent required by the Applicable Accounting Requirements).

 (c)
 Unless otherwise agreed by the Department in writing, each Recipient Party shall duly and punctually file to obtain all Section
45X Internal Revenue Code federal income tax credits available to it or any Project.

 8.2.6
 Eligible Uses of Funds . The Recipient shall apply the proceeds of each Disbursement for any Project exclusively to reimburse
itself or any other applicable Recipient Party, as the case may be, for Eligible Uses of Funds incurred and paid by such Recipient Party
for the relevant Project, which Eligible Uses of Funds have not been paid with the proceeds of (a) any federal grants, assistance or
loans; (b) other funds guaranteed by the United States federal government; or (c) tax credits.

 8.2.7
 Diligent Execution of Project s.

 (a)
 Each Recipient Party shall use commercially reasonable efforts to achieve, or cause to be achieved, each Disbursement Milestone
for each Project by the relevant Anticipated Completion Date.

 (b)
Each Recipient Party shall construct, modernize or expand, as applicable and complete, or cause to be constructed, modernized or
expanded and completed, as the case may be, each Project diligently in accordance with the applicable Construction Contracts and the
other applicable Major Project Documents, Prudent Industry Practice, the Disbursement Milestone Schedule, and the applicable
Construction and Tool Installation Budget, as each is permitted to be amended, supplemented or otherwise modified under this
Agreement.

 22

 8.2.8
 Equity Contributions . The Recipient covenants and agrees that it shall make, or cause to be made, one or more Equity Contributions
to the other Recipient Parties:

 (a)
 to ensure that the Total Funding Plan for the Projects will be sufficient to pay all remaining Project Costs for each Project
and to achieve the Project Completion Date for such Project by no later than the final Milestone Completion Longstop Date for such Project;

 (b)
 as and when required by the Sources and Uses Plan and the Construction and Tool Installation Budget to enable the Recipient Parties
to pay for Project Costs in accordance with this Agreement;

 (c)
 to ensure that each Recipient Party will be able to pay its debts as they become due and maintain sufficient capital as is reasonably
necessary to satisfy all of its current and anticipated obligations; and

 (d)
 in order to satisfy the Recipient’s obligations pursuant to Section ‎ 8.2.7 ( Diligent
Execution of Project ).

 8.2.9
 Equipment . Each Recipient Party shall own, maintain, repair and replace (or cause to be owned, maintained, repaired and
replaced) all material Properties (other than the Trust Property which shall be maintained pursuant to ‎Article 6 ( Title to
Trust Property )) and equipment, spare parts, and inventory necessary for the operation and maintenance of any Project in accordance
with the Financing Documents and Prudent Industry Practice.

 8.2.10
 Intellectual Property . Each Recipient Party shall at all times: (i) acquire and maintain ownership of all Project IP then
required; or (ii) obtain and maintain its licenses or rights to use all other Project IP owned by any other Person then required, in
each case, as applicable at the relevant time.

 8.2.11
 Required Approvals . Each Recipient Party shall procure or otherwise cause the procurement of each Required Approval at
or prior to such time as such Required Approval is required or necessary for the diligent execution of any Project and maintain, or cause
to be maintained, each such Required Approval in full force and effect and comply in all material respects with the terms thereof.

 8.2.12
 ASAP Account . The Recipient shall maintain an account in ASAP at all times.

 8.2.13
 Corporate Separateness . Each Recipient Party shall do all things necessary to maintain its corporate existence separate
and apart from each other Recipient Party.

 8.2.14
 Public Announcements . Each Recipient Party shall, prior to the making thereof, coordinate with the Department with respect
to any public statement or announcement made by such Recipient Party:

 (a)
 in connection with material developments in respect of any Project (including, inter alia , any Project’s ground-breaking
ceremony or going into operation) or satisfaction of any Disbursement Milestone; or

 23

 (b)
 that directly refers to any Award or any Financing Document (including by submitting the full text of any proposed public statement
to the Department for review and refraining from making any such public statement without the Department’s prior written approval),

 in
each case of paragraphs ‎(a) and ‎(b) above, other than any such statements that are, as may be reasonably determined by
any Recipient Party or any Affiliate thereof: (i) required by or to comply with Applicable Law or stock exchange rules or regulations
applicable to such Person; or (ii) made in connection with any Action brought by or against the Recipient Parties or any of their Affiliates.

 8.2.15
 Federal Requirements .

 (a)
 Sanctions, Export Control Laws, Anti-Money Laundering Laws, and Anti-Corruption Laws . Each Recipient Party shall:

 (i)
 comply with all Sanctions and applicable Export Control Laws in all respects, except for any actual or potential violations that
involve only unintentional minor, technical infractions of an Export Control Law (including, for the avoidance of doubt, an Export Control
Law which also constitutes a Sanction), which either (A) were voluntarily self-disclosed to BIS within sixty (60) days of such Recipient
Party becoming aware of the violation and promptly resulted in the issuance of a warning or no action letter by BIS; or (B) otherwise
could not reasonably be expected to give rise to an enforcement action, or the imposition of any fine or penalty by any Governmental
Authority;

 (ii)
 comply with all Anti-Money Laundering Laws and Anti-Corruption Laws in connection with its activity under any Financing Document
or otherwise in connection with each Project or transaction contemplated by the Financing Documents;

 (iii)
 maintain in effect policies and procedures reasonably designed to promote and achieve compliance with all applicable Sanctions,
Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption Laws;

 (iv)
 maintain in effect disclosure controls and procedures to provide reasonable assurance that material information regarding such
Recipient Party’s compliance with Applicable Laws (including Sanctions, Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption
Laws) is made known to Principal Persons of such Recipient Party; and

 (v)
 take all responsible and prudent steps to ensure that each of its directors, officers, employees, agents, and representatives
comply with applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

 (b)
 Prohibited Persons; Foreign Entities of Concern . The Recipient Party Agent shall provide written notice to the Department
as soon as practicable from the date that any Recipient Party knew or should have known that any Principal Person of the Recipient or
any other Recipient Party has become a Prohibited Person or any Recipient Party has become a Foreign Entity of Concern. For the purposes
of this paragraph ‎(b), (i) the date that the Recipient “should have known” such Principal Person became a Prohibited
Person shall include, if applicable, (A) the date on which such Principal Person was identified on any Sanctions List; and (B) the date
on which such Principal Person became domiciled in a Sanctioned Country; and (ii) the date that any Recipient Party “should have
known” that such Recipient Party became a Foreign Entity of Concern shall include, if applicable, the date on which the change
in ownership or management that made such Recipient Party a Foreign Entity of Concern occurred.

 24

 (c)
 Lobbying Restriction . Each Recipient Party shall:

 (i)
 comply with all requirements of 31 U.S.C. § 1352, as amended, including the requirement that no proceeds of any Disbursement
be expended by the Recipient or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employee
of any federal agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of Congress
in connection with the making of any Award or any other action described in 31 U.S.C. § 1352(a)(2) and with the implementing regulations
at 15 C.F.R. Part 28; and

 (ii)
 disclose to the Department any registrations under the Lobbying Disclosure Act (2 U.S.C. § 1601 et seq .) or the Foreign
Agents Registration Act (22 U.S.C. § 611 et seq .) related to the Projects.

 (d)
 Program Requirements . Each Recipient Party shall, and to the extent applicable shall cause each other Recipient Party to,
comply with each of the Program Requirements set forth in ‎Annex D ( Program Requirements ).

 (e)
 Davis-Bacon Act . The Recipient shall comply with the affirmative covenants set forth in ‎Section 3 ( Affirmative
Covenants ) of ‎Annex E ( Davis-Bacon Act Requirements ).

 (f)
 Guardrail Provisions . Each Recipient Party shall, and shall cause each other Recipient Party to, comply with the Guardrail
Provisions and each Mitigation Agreement, if any, required pursuant to the Guardrail Provisions.

 (g)
 Compliance with Whistleblower Protections . Each Recipient Party shall:

 (i)
 promptly disclose in writing, (A) to each of the Director of the CHIPS Program Office, the Department’s Chief Counsel for
Semiconductor Incentives and the OIG, whenever, in connection with this Agreement or a Project, such Recipient Party has credible evidence
that a principal, officer, director, employee, agent or entity has committed a violation of (1) federal criminal law involving fraud,
conflict of interest, bribery or gratuity violations (see Title 18 of the United States Code); or (2) the Civil False Claims Act (see
31 U.S.C. §§ 3729-3733); and (B) to the OIG (through https://www.oig.doc.gov/Pages/Hotline.aspx),
whenever, in connection with this Agreement or a Project, it has credible evidence of fraud, waste or abuse;

 (ii)
 comply with 41 U.S.C. § 4712 and the whistleblower protections afforded to employees thereby to not discharge, demote, or
otherwise discriminate against an employee as a reprisal for disclosing to a Body of Information that the employee reasonably believes
is evidence of gross mismanagement of any Award, a gross waste of any Award, an abuse of authority relating to any Award, a substantial
and specific danger to public health or safety, or a violation of law, rule or regulation related to a Federal award, subaward or contract
under a Federal award or subaward; and

 (iii)
 inform its employees and contractors in writing, in the predominant native language of the workforce, of the rights under this
Section ‎8.2.15(g).

 8.2.16
 Code of Conduct; Conflict of Interest .

 (a)
Each Recipient Party shall establish and maintain written standards of conduct that include (i) safeguards to prohibit any Principal
Persons and such Recipient Party’s employees from using their positions for a purpose that constitutes or presents the
appearance of personal or organizational Conflict of Interest, or personal gain in the administration of any Award or the
transactions contemplated hereby; and (ii) the performance of such Recipient Party’s employees engaged in the selection, award
and administration of contracts.

 25

 (b)
 Each Recipient Party shall only provide any in-kind goods or services for the purposes of transportation, travel, or any other
expenses for any United States federal government employee to the extent it falls within a permissible exception or de minimis
threshold in accordance with Applicable Law.

 8.2.17
 Authorized Purpose . Each Recipient Party shall use, construct and operate each Project, or otherwise cause each Project
to be used, constructed and operated, as the case may be, in accordance with its Authorized Purpose.

 8.2.18
 Liquidity Requirements .

 (a)
 The Recipient shall raise the following equity amounts (and if applicable, proceeds from the Permitted Convertible Loan Notes)
(excluding, for the avoidance of doubt, Excluded LCM Europe Equity Proceeds) by the applicable date specified below:

 (i)
 on or prior to December 31, 2026, an aggregate amount equal to one billion four hundred fifty million Dollars ($1,450,000,000)
 plus any initial Working Capital Facility Collateral, such that Cumulative Equity Raised as of such date is no less than such
aggregate amount;

 (ii)
 on or prior to March 31, 2027, an additional amount equal to the aggregate of three hundred seventy-five million Dollars ($375,000,000)
 plus the Total Serra Verde Cash Acquisition Costs plus any additional Working Capital Facility Collateral, such that Cumulative
Equity Raised as of such date is no less than an amount equal to the aggregate of: (A) one billion eight hundred twenty-five million
Dollars ($1,825,000,000) plus (B) the Total Serra Verde Cash Acquisition Costs plus (C) the total Working Capital Facility
Collateral; and

 (iii)
 on or prior to December 31, 2027, an additional amount equal to the aggregate of eight hundred seventy-five million Dollars ($875,000,000)
 plus any additional Working Capital Facility Collateral, such that Cumulative Equity Raised as of such date is no less than an
amount equal to the aggregate of: (A) two billion seven hundred million Dollars ($2,700,000,000) plus (B) the Total Serra Verde
Cash Acquisition Costs plus (C) the total Working Capital Facility Collateral (such aggregate amount, the “ Total Equity
Raise Requirement ”);

 provided
that the Recipient’s obligations to raise equity under this Section ‎ 8.2.18 shall
be reduced by an amount equal to the aggregate amount of any Eligible Serra Verde Dividends, applied against such obligations in inverse
chronological order.

 (b)
 The Recipient shall maintain, on a Consolidated Basis, at least one hundred million Dollars ($100,000,000) in Unrestricted Cash
at all times.

 8.2.19
 Key Person Requirements (a).

 (a)
 The Recipient shall ensure that either the Award Date Key Person A or a Satisfactory Replacement Employee employed in accordance
with paragraph (d) below, as applicable, is and remains employed as an employee of the Recipient, that such individual’s duties
as an employee are substantially similar to those duties carried out by the Award Date Key Person A as of the Award Date and that such
Key Person carries out all such duties, in each case, until each Project has achieved its Project Completion Date;

 26

 (b)
 The Recipient shall ensure that either the Award Date Key Person B or a Satisfactory Replacement Employee employed in accordance
with paragraph (d) below, as applicable, is and remains employed as an employee of the Recipient, that such individual’s duties
as an employee are substantially similar to those duties carried out by the Award Date Key Person B as of the Award Date and that such
Key Person carries out all such duties, in each case, until each Project has achieved its Project Completion Date.

 (c)
 The Recipient shall ensure that either (i) at least three (3) of the four (4) individuals comprising the Award Date Key Person
Group C, (ii) at least three (3) Satisfactory Replacement Employees employed in accordance with paragraph (d) below, as applicable or
(iii) a combination of the foregoing (such that there are a total of no less than three Key Person Group C individuals at any time),
as the case may be, are and remain employed as employees of the Recipient, that each such individual’s duties as an employee are
substantially similar to those duties carried out by the relevant Award Date Key Person C as of the Award Date and that such Key Person
carries out all such duties, in each case, until each Project has achieved its Project Completion Date.

 (d)
 In the event the Recipient ceases at any time to be in compliance with any of paragraphs (a), (b) or (c) above, as promptly as
possible and in any event not to exceed six (6) months from the date of resignation or termination of the relevant Key Person or other
event giving rise to such non-compliance, as applicable, the Recipient shall employ or engage a replacement employee who, in each case,
(i) is satisfactory to the Department (such approval not to be unreasonably withheld) and (ii) has equivalent or superior expertise relevant
to the role of the Key Person being replaced (each such newly employed, engaged or elected individual, a “ Satisfactory Replacement
Employee ”).

 8.2.20
 Books, Records and Inspections; Accounting and Auditing Matters .

 (a)
 Each Recipient Party shall:

 (i)
 keep proper records and books of account in which full, true and correct entries in accordance with the Applicable Accounting
Requirements and all Applicable Laws are made in respect of all dealing and transactions relating to the Project-related business and
activities of such Recipient Party; and

 (ii)
 maintain adequate internal controls, reporting systems and cost control systems that are designed to ensure that such Recipient
Party satisfies its obligations under the Financing Documents:

 (A)
 for overseeing its financial operations, including its cash management, accounting and financial reporting;

 (B)
 for overseeing its relationship with the Department;

 (C)
 for facilitating the effective and accurate audit and performance evaluation of any Project; and

 (D)
 for maintaining such records as are necessary to facilitate an effective and accurate audit and performance evaluation of any
Project as required by the CHIPS Act and the Guardrail Provisions.

 27

 (b)
 Each Recipient Party shall:

 (i)
 reasonably cooperate with the Department, OIG and the Consultants regarding any Project upon the Department’s request in
connection with monitoring the construction, operation and performance of such Project and the compliance by the Recipient Parties with
the Financing Documents;

 (ii)
 upon reasonable notice and at reasonable times during normal business hours, and subject to reasonable access restrictions and
security controls, permit officers and designated representatives of the Department, its employees, its agents, OIG, the Comptroller
General and the Consultants to visit, audit and inspect each Project and any other facilities and Properties of any Recipient Party,
in connection with (A) determining whether Disbursement Milestones have been achieved; (B) monitoring any Recipient Party’s progress
on any Disbursement Milestone; or (C) performing any audit or investigation of a Project or any Recipient Party;

 (iii)
 perform an audit of each Project in accordance with generally accepted government auditing standards, if so requested by the Department,
its employees, its agents, OIG, the Comptroller General or their authorized representatives;

 (iv)
 cooperate with any reasonable request of the Department, its employees, its agents, OIG, the Comptroller General or their authorized
representatives for information or documentation deemed necessary by such party to respond to any audit, evaluation, compliance review,
or congressional inquiry, including, but not limited to, the biannual GAO audit requirement described in 15 U.S.C. § 4652(c) of
the CHIPS Act and the compliance review authorized by 15 U.S.C. § 4652(a)(6)(C) of the CHIPS Act with respect to an Event of Default
under Section ‎10.1.1(c) ( Expansion Clawback Event ); and

 (v)
 provide to officers and designated representatives of the Department, its employees, its agents, OIG, the Comptroller General
and the Consultants access to any pertinent books, documents, papers and records of any Recipient Party related to any Project for the
purpose of audit, examination, inspection and monitoring as may be reasonably requested by the Department in connection with the Financing
Documents.

 (c)
 Each Recipient Party shall retain all records relating to Eligible Uses of Funds by it with respect to which Disbursements were
made for a minimum of three (3) years after the Period of Performance.

 8.2.21
 Maintenance of Existence, Property . Each Recipient Party shall:

 (a)
 preserve and maintain (i) its legal existence and organizational status; and (ii) all of its licenses, rights, privileges and
franchises material to the conduct of its business or any Project;

 (b)
 keep (or cause to be kept) all its Properties and IT Systems in good working order and condition to the extent necessary to ensure
that its business can be conducted properly and in compliance with the CHIPS Act and all other Applicable Laws, the Required Approvals
and its Organizational Documents at all times; and

 (c)
except as otherwise permitted hereunder, preserve and maintain good and marketable title to or leasehold interest in or rights to
the Property and such rights to use each Project Site as are necessary to construct, operate and maintain the Projects in accordance
with the requirements of the Financing Documents and shall, at its own expense, take all actions to ensure that it or another
Recipient Party has sufficient rights to the Project Sites as is necessary for the development, construction and operation of the
Projects as contemplated by the Financing Documents.

 28

 8.2.22
 SAM Registration . The Recipient shall maintain its SAM database registration at all times.

 8.2.23
 Independent Accountant . Each Recipient Party shall at all times maintain one or more engagements with independent public
accountants of nationally recognized standing.

 8.2.24
 Close Out Procedure . Each Recipient Party shall cooperate with the Department to complete the Recipient’s final reports,
reconcile all accounting matters, enable the Department to complete its final reports and otherwise perform reasonable tasks as requested
by the Department to close out any Award at the expiration of the applicable Period of Performance.

 8.2.25
 [ Reserved ].

 8.2.26
 Execution of Project Contracts . Prior to a Recipient Party’s execution of any contract or agreement subsequent to
the date hereof that is necessary for or material to the construction and operation of a Project and which (i) has a term of greater
than one (1) year and (ii) obligates such Recipient Party to make payments in an aggregate amount exceeding ten million Dollars ($10,000,000)
in total in the case of a single contract or annually in the case of multiple contracts with the same counterparty, the Recipient Party
Agent shall submit on behalf of the relevant Recipient Party a copy of the relevant contract or agreement along with a summary of key
terms to the Department for its review and consent. The Department shall have ten (10) Business Days to review such contract or agreement
and provide its consent. If the Department fails to respond to the Recipient Party Agent’s request within this ten (10) Business
Day period, the relevant Recipient Party may execute such contract or agreement without the Department’s prior consent, provided
that the Department shall have up to ninety (90) days to designate such contract or agreement a Major Project Document.

 8.2.27
 Serra Verde Acquisition and Serra Verde Holdco .

 (a) Each
Recipient Party shall ensure that as of the later of (x) the date of the Serra Verde Acquisition and (y) the date of the first Disbursement
the Department shall have received a true and correct copy of the Organizational Documents of Serra Verde Holdco;

 (b) each
Recipient Party shall ensure that, no later than thirty (30) days after the date of the Serra Verde Acquisition, the Department shall
have received, in form and substance satisfactory to it, a calculation of the Total Serra Verde Cash Acquisition Costs, certified by
a Financial Officer of the Recipient;

 (c) each
Recipient Party shall ensure that, from and after the formation thereof, Serra Verde Holdco preserves and maintains (i) its legal existence
and organizational status and (ii) all of its licenses, rights, privileges, and franchises material to the conduct of its business; and

 (d) each
Recipient Party shall ensure that Serra Verde Holdco shall not:

 (i) enter
into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby Serra Verde Holdco’s income or profits
are, or might be, shared with any other Person;

 (ii) make
any Investments;

 29

 (iii) incur,
assume, guarantee or permit to exist, or otherwise become liable for, Indebtedness; provided that this sub-paragraph (iii) shall
not be construed to prohibit Serra Verde Holdco from granting a Lien on its Equity Interests in Middlebury Merger Sub Ltd. pursuant to
the Serra Verde Mortgage of Shares;

 (iv) make
any Capital Expenditure in any year;

 (v) create,
assume or agree to create or assume, or otherwise permit to exist any Lien upon any of its Property, whether now owned or hereafter acquired,
or in any proceeds or income therefrom, other than any Lien by Serra Verde Holdco on its Equity Interests in the Serra Verde Borrower
or Middlebury Merger Sub Ltd., as the case may be, created pursuant to the Serra Verde Mortgage of Shares and the Serra Verde Call Option
Agreement;

 (vi) form
or have any direct Subsidiaries, other than Middlebury Merger Sub Ltd.;

 (vii) enter
into any partnership or a joint venture;

 (viii) acquire
any direct Equity Interests in or make any capital contribution to any other Person, other than Middlebury Merger Sub Ltd.;

 (ix)
 permit any restriction on its ability to declare, make, or authorize any dividend or any other payment or distribution of cash
or Property to USARE LLC; provided that , for the avoidance of doubt, for purposes of this sub-paragraph (ix), any (A) contractual
restriction agreed to by Serra Verde Holdco with respect to Serra Verde Holdco’s ability to make or declare dividends or other
distributions with respect to its Equity Interests in Middlebury Merger Sub Ltd.; (B) contractual restriction agreed to by a Subsidiary
of Serra Verde Holdco with respect to such Subsidiary’s ability to make or declare dividends or other distributions; (C) Lien granted
by Serra Verde Holdco or such a Subsidiary, or any foreclosure on such a Lien; and (D) any transfer of the Equity Interests in Middlebury
Merger Sub Ltd., as a result of the exercise of the call option pursuant to the Serra Verde Call Option Agreement, in each case, shall
be deemed not to constitute a restriction on the ability of Serra Verde Holdco to make dividends or other payments or distributions to
USARE LLC;

 (x) enter
into any transaction of merger or consolidation for which Serra Verde Holdco shall not be the surviving entity of such transaction without
the prior written consent of the Department;

 (xi) amend
or modify its Organizational Documents if such change could reasonably be expected to affect its ability to declare, make, or authorize
any dividend or any other payment or distribution of cash or Property to USARE LLC;

 (xii) amend
or modify its legal form, its accounting policies, its reporting practices, its Fiscal Year or its capital structure (including the issuance
of any options, warrants or other rights with respect thereto), in each case, if such change could reasonably be expected to have a Material
Adverse Effect on the Department’s rights to receive any payments under the Financing Documents; or

 (xiii) engage
directly or indirectly in any business other than as a holding company for Middlebury Merger Sub Ltd. and its Subsidiaries after giving
effect to the Serra Verde Acquisition.

 30

 8.2.28
 Permitted Convertible Loan Notes . No later than five (5) Business Days after the date of issuance of any Permitted Convertible
Loan Note, the Recipient shall deliver to the Department a true and correct copy thereof, as certified by an Authorized Officer of the
Recipient.

 8.2.29
 Working Capital Facility . The Recipient shall deliver to the Department a true and correct copy, as certified by an Authorized
Officer of the Recipient, of all credit documentation entered into in connection with any Working Capital Facility, as and when such
Working Capital Facility is required to be entered into in accordance with the Disbursement Milestone Schedule and in any event no later
than June 30, 2027.

 8.2.30
 Indian Ocean Rare Metals . Each Recipient Party covenants and agrees that:

 (a)
 such Recipient Party shall ensure that as promptly as possible and in any event no later than the date falling fourteen (14) months
after the Award Date (or such later date as the Department may approve in writing in its sole discretion), Indian Ocean Rare Metals shall
have completed its liquidation and winding up and shall have delivered, or caused to be delivered, evidence to the Department (in form
and substance satisfactory to it) of the same.

 8.2.31
 Reimbursement of Funds for LCM Europe . If any Recipient Party makes a Permitted LCM Europe Investment in reliance on clause
(c) of the definition thereof, then such Recipient Party shall (a) ensure that, by no later than the scheduled funding date with respect
to the applicable LCM Europe Committed Capital (or applicable portion thereof) as set forth in the agreement governing such LCM Europe
Committed Capital (as in effect on the date approved by the Department in accordance with the definition thereof), the Recipient receives
a reimbursement of such Permitted LCM Europe Investment from LCM Europe in an aggregate amount at least equal to the portion of such
LCM Europe Committed Capital that is scheduled to be funded on such scheduled funding date and (b) no later than five (5) Business Days
after such scheduled funding date, deliver evidence to the Department, in form and substance satisfactory to it, of such reimbursement;
provided that, if the applicable counterparty fails to fund all or any portion of the LCM Europe Committed Capital on such scheduled
funding date, then such Recipient Party’s failure to receive such a reimbursement shall not constitute a breach of this Section
8.2.31 if within thirty (30) days after such scheduled funding date, the Recipient (x) obtains Excluded LCM Europe Equity Proceeds in
an amount at least equal to the amount of LCM Europe Committed Capital that was not so funded on such scheduled funding date and (y)
delivers evidence to the Department, in form and substance satisfactory to it, of the receipt of such Excluded LCM Europe Equity Proceeds.

 8.2.32
 Hamer LLC . Each Recipient Party shall, as soon as practicable (and in any event within thirty (30) days) after the
closing of the TMRC Acquisition:

 (a)
 cause Hamer LLC to execute and deliver to the Department a joinder to this Agreement in form and substance satisfactory to the
Department; and

 (b)
 ensure that the Department shall have received a true and correct copy of the Organizational Documents of Hamer LLC.

 8.2.33
 Magnet Purchase Commitments Section
8.3.. With respect to the Stillwater Magnet Project and the Magnet Project 2, it shall ensure that at all times on and following the
date of achievement of any Disbursement Milestone for which a minimum aggregate Magnet Purchase Commitment of any Product is required
in accordance with the Disbursement Milestone Schedule, the relevant Recipient Parties shall maintain in full force and effect, and comply
with the terms of, Magnet Purchase Commitments evidencing commitments for the sale of the relevant Product in an aggregate sales volume
of no less than the minimum cumulative amount specified for such Disbursement Milestone in the Disbursement Milestone Schedule.

 31

 The
Recipient shall deliver true and correct copies to the Department of all Magnet Purchase Commitments no later than five (5) Business
Days following the execution thereof by the relevant Recipient Party.

 Article
9

 Negative Covenants

 Each
Recipient Party covenants and agrees that during the Period of Performance, unless the Department waives compliance in writing:

 Section
9.1. Prohibited
Persons; Foreign Entities of Concern.

 (a)
 Each Recipient Party shall not become (whether through a transfer or otherwise) a Prohibited Person or a Foreign Entity of Concern.

 (b)
 No Recipient Party shall use, or permit to be used, any proceeds of any Disbursement, or lend, contribute, or otherwise make available
such funds to any Person:

 (i)
 to fund any activities or business of or with any Prohibited Person, or in or with any Sanctioned Country; or

 (ii)
 in any other manner that would result in a violation of Sanctions, Export Control Laws, Anti-Money Laundering Laws, or Anti-Corruption
Laws by any Person.

 Section
9.2. Debarment
Regulations.

 (a)
 Unless authorized by the Department in writing, no Recipient Party shall enter into any transactions in connection with the construction,
operation or maintenance of any Project with any Person who is debarred, suspended, declared ineligible or voluntarily excluded from
participation in procurement or non-procurement transactions with any United States federal government department or agency pursuant
to any of the Debarment Regulations.

 (b)
 No Recipient Party shall fail to comply with any or all Debarment Regulations in a manner that results in such Recipient Party
being debarred, suspended, declared ineligible or voluntarily excluded from participation in procurement or non-procurement transactions
with any United States federal government department or agency pursuant to any Debarment Regulations.

 Section
9.3. Affiliate
Transactions.

 No
Recipient Party shall, directly or indirectly:

 (a)
 enter into any transaction or series of related transactions related to any Project with any Affiliate at prices or on terms and
conditions less favorable to such Recipient Party than as would reasonably be obtained on an arm’s-length basis from unrelated
third parties;

 (b)
 except as permitted pursuant to paragraph ‎ (a) above, enter into any transaction or
series of related transactions related to any Project with any Affiliate other than any transaction contemplated in a contract or agreement
set forth on Schedule D ( Affiliate Transactions ); or

 (c) establish
any sole and exclusive purchasing or sales agency, or enter into any transaction, whereby any Recipient Party might pay more than the
fair market value for products or services of others with respect to any Project provided that this Section 9.3 shall not apply to transactions
solely among Recipient Parties.

 32

 Section
9.4. Merger; Disposition; Sharing of Assets; Transfer.

 No
Recipient Party shall, and shall not agree to or permit any other Recipient Party to:

 (a)
 enter into any transaction of merger or consolidation for which a Recipient Party shall not be the surviving entity of such transaction
without the prior written consent of the Department; or

 (b)
 carry out a Disposition of all or any part of its ownership interests in any Project or any other part of its business or Properties
(other than the Trust Property, which shall be governed by ‎Article 6 ( Title to Trust Property )) of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, whether now or hereafter acquired except for Permitted Dispositions.

 Section
9.5. Environmental
Laws.

 The
Recipient shall not, and shall ensure that each other Recipient Party and any Person acting on behalf of any of the foregoing shall not,
undertake any action or Release any Hazardous Substances in violation of any Environmental Law or construct, operate or otherwise carry
out any Project or part thereof in any manner that would pose a hazard to public health or safety or to the environment or violate any
Environmental Law in any material respect.

 Section
9.6. Telecommunication
and Video Surveillance.

 The
Recipient shall not, and shall cause any contractors or subrecipients of proceeds of any Award not to, obligate or expend any proceeds
of any Award to procure or obtain, or extend or renew a contract to procure or obtain, covered telecommunication and video surveillance
services or equipment as described in Section 889 of the National Defense Authorization Act of
2019 (Pub. L. No. 115- 232 ).

 Section
9.7. No
Subawards.

 The
Recipient shall not enter into any construction Subawards for any part of any Award to any agency or employee of the Department or to
any other federal employee, department, agency, or instrumentality, without the Department’s prior written consent.

 Section
9.8. No
Indebtedness.

 The
Recipient shall not incur, assume, guarantee or permit to exist, or otherwise become liable for, Indebtedness other than Permitted Indebtedness.

 Section
9.9. Accounting
Policies; Corporate Form.

 The
Recipient shall not amend or modify its accounting policies, reporting practices, or corporate form if such change could reasonably be
expected to have a Material Adverse Effect on the Department’s rights to receive any payments under the Financing Documents.

 Section
9.10. Stock
Buyback and Dividend Restrictions.

 The
Recipient covenants and agrees that, from Award Date until the date that is five (5) years after the Award Date, the Recipient shall
not conduct stock buybacks or issue dividends, except:

 (a)
 the declaration and payment of dividends or other distributions to any Recipient Party by any Subsidiary thereof;

 33

 (b)
 (x) the payment of interest on Permitted Convertible Loan Notes or (y) the payment of principal under Permitted Convertible Loan
Notes on the scheduled maturity date thereof;

 (c)
 the declaration and payment of payment-in-kind dividends on the shares of the Recipient’s Series A preferred stock that
are outstanding as of the Award Date; or

 (d)
 the declaration and payment of payment-in-kind dividends on the shares of the Recipient’s convertible stock (but excluding,
for the avoidance of doubt, any Permitted Convertible Loan Note) issued after the Award Date in order to raise the equity amounts required
pursuant to this Agreement.

 Section
9.11. Serra
Verde Acquisition .

 The
Recipient shall not enter into, consent to, or otherwise permit to be made any amendment, modification or supplement to the Serra Verde
Acquisition Agreement at any time on or following the Award Date without the prior written consent of the Department to the extent that
such amendment, modification or supplement has the effect of (i) causing the cash consideration payable by the Recipient thereunder to
exceed three hundred thirty million Dollars ($330,000,000) or (ii) increasing the amount of the Aggregate Stock Merger Consideration
(as defined in the Serra Verde Acquisition Agreement) by greater than twenty percent (20%) of the Aggregate Stock Merger Consideration
(as defined in the Serra Verde Acquisition Agreement) as in effect, and disclosed to t…

EX-10.2 · LOAN GUARANTEE AGREEMENT, DATED JUNE 3, 2026, BY AND AMONG USA RARE EARTH, INC.,

EX-10.2
 3
 ea029340201ex10-2.htm
 LOAN GUARANTEE AGREEMENT, DATED JUNE 3, 2026, BY AND AMONG USA RARE EARTH, INC., THE SUBSIDIARY GUARANTORS PARTY THERETO AND THE UNITED STATES DEPARTMENT OF COMMERCE

 Exhibit 10.2

 EXECUTION VERSION

 Dated as of June 3, 2026

 USA RARE EARTH, INC.

 as Borrower

 OTHER PARTIES HERETO

 as Borrower Entities

 and

 UNITED STATES DEPARTMENT
OF COMMERCE

 as the Department

 Round
top, stillwater AND Additional PROJECTS

 LOAN
GUARANTEE AGREEMENT

 LOAN ID NO. AP-2026-0044

 table of Contents

 Page

 Article 1 DEFINITIONS
 2

 Article 2 GUARANTEE; FFB ADVANCES
 2

 Section 2.1.
 Guarantee
 2

 Section 2.2.
 Availability and Reductions
 3

 Section 2.3.
 Funding Procedures
 4

 Section 2.4.
 No Liability
 4

 Section 2.5.
 Disbursement of Proceeds; Use of Proceeds; Maximum Principal Amount
 5

 Section 2.6.
 No Interest; No Approval of Work
 6

 Article 3 PAYMENTS; PREPAYMENTS
 7

 Section 3.1.
 Payments
 7

 Section 3.2.
 Prepayments
 8

 Section 3.3.
 DOC Fees
 11

 Section 3.4.
 Net of Tax
 12

 Section 3.5.
 Payment of Costs and Expenses
 13

 Article 4 CONDITIONS PRECEDENT TO THE AWARD DATE
 13

 Section 4.1.
 Conditions Precedent to the Award Date
 13

 Article 5 CONDITIONS PRECEDENT TO FFB ADVANCES
 17

 Section 5.1.
 Conditions Precedent to First FFB Advance
 17

 Section 5.2.
 Conditions Precedent to Each FFB Advance
 20

 Article 6 REPRESENTATIONS AND WARRANTIES
 24

 Section 6.1.
 Organization
 24

 Section 6.2.
 Authorization; No Conflict
 25

 Section 6.3.
 Compliance with Laws
 25

 Section 6.4.
 Legality; Validity; Enforceability
 25

 Section 6.5.
 Real Property
 26

 Section 6.6.
 Security Interests; Liens
 26

 Section 6.7.
 Project IP Liens
 27

 Section 6.8.
 Required Approvals
 27

 Section 6.9.
 Intellectual Property
 27

 Section 6.10.
 Litigation
 28

 Section 6.11.
 Labor Disputes
 28

 Section 6.12.
 Taxes
 28

 Section 6.13.
 Financial Statements
 28

 i

 Section 6.14.
 Business; Contracts; Other Transactions
 29

 Section 6.15.
 Disbursement Milestone Schedule and Construction and Tool Installation Budget; Operating Forecasts
 29

 Section 6.16.
 Adequate Project Funding
 29

 Section 6.17.
 Environmental Laws
 29

 Section 6.18.
 Federal Requirements
 30

 Section 6.19.
 Investment Company Act
 30

 Section 6.20.
 Foreign Entity of Concern; Prohibited Persons; Sanctions; Export Control Laws; Anti-Corruption; Anti-Money Laundering Laws
 31

 Section 6.21.
 ERISA
 32

 Section 6.22.
 Margin Regulations
 32

 Section 6.23.
 Accounts
 32

 Section 6.24.
 Insolvency Proceedings; Solvency
 33

 Section 6.25.
 No Defaults
 33

 Section 6.26.
 No Force Majeure
 33

 Section 6.27.
 No Event of Loss
 33

 Section 6.28.
 Material Adverse Effect
 33

 Section 6.29.
 Full Disclosure
 33

 Section 6.30.
 Project Documents
 33

 Section 6.31.
 No Immunity
 33

 Section 6.32.
 No Federal Debt Delinquency
 34

 Section 6.33.
 No Debarment
 34

 Section 6.34.
 Information Technology; Cyber Security; Data
 34

 Section 6.35.
 CFIUS
 34

 Article 7 AFFIRMATIVE COVENANTS
 35

 Section 7.1.
 Reporting Covenants
 35

 Section 7.2.
 Internal Controls; Monitoring and Reporting
 35

 Section 7.3.
 Operations
 35

 Section 7.4.
 Compliance with Applicable Law
 35

 Section 7.5.
 Insurance; Event of Loss
 36

 Section 7.6.
 Taxes
 37

 Section 7.7.
 Eligible Uses of Funds
 38

 Section 7.8.
 Diligent Execution of Projects
 38

 Section 7.9.
 Equity Contributions
 38

 Section 7.10.
 Equipment
 38

 Section 7.11.
 Intellectual Property
 39

 Section 7.12.
 Required Approvals
 40

 ii

 Section 7.13.
 Corporate Separateness
 40

 Section 7.14.
 Public Announcements
 40

 Section 7.15.
 Federal Requirements
 40

 Section 7.16.
 Code of Conduct; Conflict of Interest
 42

 Section 7.17.
 Authorized Purpose
 42

 Section 7.18.
 Liquidity Requirements; Financial Covenants
 43

 Section 7.19.
 Key Person Requirements
 44

 Section 7.20.
 Books, Records and Inspections; Accounting and Auditing Matters
 44

 Section 7.21.
 Maintenance of Existence; Property
 45

 Section 7.22.
 SAM Registration
 46

 Section 7.23.
 Independent Accountant
 46

 Section 7.24.
 Contractual Remedies
 46

 Section 7.25.
 Metal/Mine Customer Commitments
 46

 Section 7.26.
 Magnet Purchase Commitments
 46

 Section 7.27.
 Acceptance and Start-up Testing
 46

 Section 7.28.
 Operating Plan; Operations
 47

 Section 7.29.
 Operating Budget
 47

 Section 7.30.
 Performance of Obligations
 48

 Section 7.31.
 Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings
 48

 Section 7.32.
 Delivery of Principal Prepayment Schedules
 49

 Section 7.33.
 Execution of Project Contracts
 49

 Section 7.34.
 Serra Verde Acquisition and Serra Verde Holdco
 49

 Section 7.35.
 Permitted Convertible Loan Notes
 51

 Section 7.36.
 Working Capital Facility
 51

 Section 7.37.
 Indian Ocean Rare Metals
 51

 Section 7.38.
 Reimbursement of Funds for LCM Europe
 51

 Section 7.39.
 Hamer LLC
 52

 Article 8 NEGATIVE COVENANTS
 52

 Section 8.1.
 Prohibited Persons; Foreign Entities of Concern
 52

 Section 8.2.
 Debarment Regulations
 52

 Section 8.3.
 Restrictions on Operations
 53

 Section 8.4.
 Amendment of and Notices under Transaction Documents
 54

 Section 8.5.
 Approved Project Changes
 55

 Section 8.6.
 Profit Sharing; Management Contracts
 55

 Section 8.7.
 Restrictions on Indebtedness and Certain Capital Transactions
 55

 Section 8.8.
 Restricted Payments
 56

 iii

 Section 8.9.
 Merger; Disposition; Sharing of Assets; Transfer or Abandonment
 58

 Section 8.10.
 Margin Regulations
 59

 Section 8.11.
 Environmental Laws
 59

 Section 8.12.
 Investment Company Act
 59

 Section 8.13.
 Telecommunication and Video Surveillance
 59

 Section 8.14.
 Organizational Documents; Accounting Policies; Corporate Form
 59

 Article 9 EVENTS OF DEFAULT; REMEDIES
 60

 Section 9.1.
 Events of Default
 60

 Section 9.2.
 Remedies for Events of Default
 65

 Section 9.3.
 Automatic Acceleration
 67

 Section 9.4.
 Specific Performance
 67

 Section 9.5.
 DOC Independent Rights
 67

 Section 9.6.
 Right of Set-Off
 67

 Section 9.7.
 Department Rights
 68

 Article 10 REIMBURSEMENT
 68

 Section 10.1.
 Obligations Absolute
 68

 Section 10.2.
 DOC Guarantee Payment and Reimbursement
 68

 Section 10.3.
 DOC Rights
 69

 Section 10.4.
 Binding Calculations
 69

 Article 11 MISCELLANEOUS
 69

 Section 11.1.
 Addresses
 69

 Section 11.2.
 Use of Websites
 69

 Section 11.3.
 Further Assurances
 70

 Section 11.4.
 Non-Discrimination
 70

 Section 11.5.
 Waiver and Amendment
 70

 Section 11.6.
 Entire Agreement
 71

 iv

 Section 11.7.
 Governing Law
 71

 Section 11.8.
 Severability
 71

 Section 11.9.
 Limitation on Liability
 71

 Section 11.10.
 Waiver of Jury Trial
 71

 Section 11.11.
 Consent to Jurisdiction
 72

 Section 11.12.
 Dispute Resolution
 72

 Section 11.13.
 Successors and Assigns
 74

 Section 11.14.
 Reinstatement
 75

 Section 11.15.
 No Partnership; Etc
 75

 Section 11.16.
 FFB Right to Sell FFB Notes
 75

 Section 11.17.
 Marshaling
 75

 Section 11.18.
 Indemnification
 75

 Section 11.19.
 Counterparts; Electronic Signatures
 76

 Section 11.20.
 Benefits of Agreement
 77

 Section 11.21.
 Termination; Survival
 77

 Section 11.22.
 Borrower Entity Agent
 77

 Article 12 GUARANTEE
 78

 Section 12.1.
 Borrower Entity Guarantee
 78

 Section 12.2.
 No Discharge or Diminishment of Guarantee; Waivers
 79

 Section 12.3.
 Agreement to Pay; Contribution; Subrogation
 80

 Section 12.4.
 Termination of Guarantee; Reinstatement
 81

 ‎Annex A
 Definitions

 ‎Annex B
 Rules of Interpretation

 ‎Annex C
 Guardrail Provisions

 ‎Annex D
 Loan Program Requirements

 ‎Annex E
 Davis-Bacon Act Requirements

 ‎Annex F
 Reporting Covenants

 EXHIBITS

 ‎Exhibit A
 Form of Master Advance Notice

 ‎Exhibit B
 Form of Borrower Entity Agent Award Date Certificate

 Exhibit C
 Form of Project Completion Certificate

 Exhibit D
 Form of Principal Prepayment Schedule

 SCHEDULES

 Schedule A
 FFB Advance Details

 Schedule B
 Disbursement Milestone Schedule

 Schedule C
 Project Sites

 Schedule D
 Affiliate Transactions

 Schedule E
 Addresses

 Schedule F
 Permitting Schedule

 Schedule G
 Dispute Resolution

 Schedule H
 Production Volume Schedule

 Schedule I
 Key Person Schedule

 v

 LOAN GUARANTEE AGREEMENT

 This LOAN GUARANTEE AGREEMENT
(the “ Agreement ”), dated as of June 3, 2026, is entered into by and among (a) USA RARE EARTH, INC., a corporation
organized and existing under the laws of Delaware, as the borrower (the “ Borrower ”), a Borrower Entity and the Borrower
Entity Agent; (b) USA RARE EARTH, LLC, a limited liability company organized and existing under the laws of Delaware, as a Borrower Entity;
(c) USA RARE EARTH MAGNETS, LLC, a limited liability company organized and existing under the laws of Delaware, as a Borrower Entity;
(d) ROUND TOP MOUNTAIN DEVELOPMENT, LLC, a limited liability company organized and existing under the laws of Delaware, as a Borrower
Entity; (e) USA RARE EARTH REAL ESTATE, LLC, a limited liability company organized and existing under the laws of Oklahoma, as a Borrower
Entity; (f) LACONIA INTERMEDIATE ACQUISITION SUB, INC., a corporation organized and existing under the laws of Delaware, as a Borrower
Entity; (g) LACONIA ACQUISITION SUB LIMITED, a limited liability company organized and existing under the laws of England and Wales with
registered number 16740602, as a Borrower Entity; (h) LCMG LIMITED, a limited liability company organized and existing under the laws
of England and Wales with registered number 06619924, as a Borrower Entity; (i) LESS COMMON METALS LIMITED, a limited liability company
organized and existing under the laws of England and Wales with registered number 02690088, as a Borrower Entity; and (j) the UNITED STATES
DEPARTMENT OF COMMERCE (the “ Department ” and together with the Borrower and each other Borrower Entity, the “ Parties ”
and each a “ Party ”), an agency of the United States of America, acting by and through the Secretary of Commerce (or
appropriate authorized representative thereof).

 RECITALS

 WHEREAS , the Borrower
has undertaken, or caused the relevant Borrower Entities to undertake: (a) the construction of a new facility for the purpose of rare
earth mining and processing located in Sierra Blanca, Texas (the “ Round Top Mine Project ”); (b) the expansion and modernization
of the existing facility located in Stillwater, Oklahoma, used for the purposes of (i) magnet making (the “ Stillwater Magnet
Project ”) and (ii) strip casting and metal making (the “ Stillwater Metal Project ”); and (c) the construction
of a new facility to be used for the purposes of (i) magnet making (the “ Magnet Project 2 ”) and (ii) strip casting
and metal making (the “ Metal Project 2 ” and together with the Round Top Mine Project, the Stillwater Magnet Project,
the Stillwater Metal Project, and the Magnet Project 2, the “ Projects ” and each, a “ Project ”);

 WHEREAS , pursuant to
the CHIPS Incentives Program—Facilities for Semiconductor Materials and Manufacturing Equipment Notice of Funding Opportunity No.
2023-NIST-CHIPS-SMME-01 (as amended, supplemented, or otherwise modified from time to time, the “ NOFO ”), the Borrower
submitted applications with the CHIPS ID Nos. 002467 and 002455 (the “ Applications ”) to the Department’s CHIPS
Incentives Program Portal for Awards for the Projects under the CHIPS Incentives Program established pursuant to 15 U.S.C. § 4652
of the CHIPS Act (the “ CHIPS Incentives Program ”);

 WHEREAS , in furtherance
of Executive Order 14241 “Immediate Measures to Increase American Mineral Production”, Executive Order 13953 “Addressing
the Threat to the Domestic Supply Chain from Reliance on Critical Minerals from Foreign Adversaries, and Supporting the Domestic Mining
and Processing Industries”, and Executive Order 13817 “A Federal Strategy to Ensure Secure and Reliable Supplies of Critical
Minerals”, the Department has agreed to issue an Award for each Project subject to, and in accordance with, the terms and conditions
of this Agreement, which is entered into pursuant to 15 U.S.C. §§ 4652 and 4659(a)(1) of the CHIPS Act as a loan transaction
on such terms as the Secretary considers appropriate;

 1

 WHEREAS , the
Department and FFB have entered into that certain FFB Program Financing Agreement, dated as of April 1, 2024 (the “ FFB
Program Financing Agreement ”), setting forth the commitment of FFB to enter into agreements with the Department from time
to time for FFB’s purchase of promissory notes issued by entities designated by the Secretary as “Borrowers” when
those promissory notes have been guaranteed by the Secretary, and the commitment of the Secretary to guarantee such promissory
notes;

 WHEREAS , pursuant to
the FFB Program Financing Agreement, FFB, the Department, and the Borrower will enter into a note purchase agreement (the “ FFB
Note Purchase Agreement ”), setting forth (1) FFB’s agreement to purchase one promissory note per Project (the “ FFB
Notes ” and each an “ FFB Note ”) issued by the Borrower, where each FFB Note makes available a Loan Tranche
under this Agreement, and the FFB Notes, in aggregate, make available a principal amount (exclusive of capitalized interest) of up to
one billion three hundred million Dollars ($1,300,000,000) (the “ Maximum Principal Amount ”) and (2) the Department’s
agreement to issue a guarantee in favor of FFB of the Borrower’s payment of principal, interest and fees under the FFB Notes, in
each case when the terms and conditions specified therein have been satisfied; and

 WHEREAS , in connection
with the Applications, the Department requires, pursuant to 15 U.S.C. § 4659(a)(3), that the Borrower make (or cause its related
parties to make) a payment to the Department in the form of certain Equity Interests on the terms and conditions set forth in certain
Equity Documents.

 NOW, THEREFORE , in
consideration of the foregoing and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged,
the Parties hereby agree as follows:

 Article
1

DEFINITIONS

 Capitalized terms used in
this Agreement and its Exhibits and Schedules shall have the meanings set forth in ‎Annex A ( Definitions ), or if applicable,
the Guardrail Provisions, and the rules of interpretation set forth in ‎Annex B ( Rules of Interpretation ) shall apply to
this Agreement, except, in each case, as otherwise expressly provided herein.

 Article
2

GUARANTEE; FFB ADVANCES

 Section 2.1. Guarantee .

 2.1.1 By
execution of this Agreement, the Department agrees to guarantee the Borrower’s repayment of loans in an aggregate maximum principal
amount not to exceed the sum of (a) the Maximum Principal Amount and (b) the aggregate Maximum Capitalized Interest Amount for all FFB
Notes (such sum, the “ Maximum Guaranteed Loan Amount ”).

 2.1.2 Each
FFB Advance will be subject to the Borrower’s fulfillment (or the Department’s waiver in writing) of the conditions set forth
in ‎Article 5 ( Conditions Precedent to FFB Advances ).

 2

 Section 2.2. Availability
and Reductions .

 2.2.1 Availability .

 (a) Subject
to the terms of this Agreement, each FFB Advance will be disbursed by FFB in accordance with the FFB Documents. Nothing in this Agreement
or any other Financing Document shall obligate the Department to disburse any FFB Advance to the Borrower.

 (b) In
order to request an FFB Advance, the Borrower shall execute and deliver to the Department an FFB Advance Request in accordance with Section
2.3.2 ( Master Advance Notice ) prior to the Requested FFB Advance Date. Upon satisfaction (or waiver by the Department in writing)
of the relevant conditions precedent set forth in ‎ Article 5 ( Conditions Precedent to FFB
Advances ), the Department shall execute and deliver to FFB an FFB Advance Request Approval Notice with respect to such requested FFB
Advance.

 (c) With
respect to each Project, the Borrower shall be entitled to request, from time to time, FFB Advances during the Availability Period applicable
to such Project and as otherwise permitted in accordance with ‎Section 2.3 ( Funding Procedures ).

 2.2.2 Reductions .

 (a) The
Borrower may, upon not less than five (5) Business Days’ prior written notice to the Department, permanently reduce, in whole or
in part, the unutilized portion of the FFB Commitment for any FFB Note; provided that :

 (i) after
taking into account the proposed reduction, (A) the Total Funding Plan equals or exceeds the amount of Total Project Costs for all Projects
as of the date of such reduction and (B) with respect to any Project, such reduction could not reasonably be expected to impair achievement
of the Project Completion Requirements for such Project by no later than the Project Completion Longstop Date for such Project, as determined
by the Department;

 (ii) such
reduction is in an amount permitted under the FFB Documents;

 (iii) all
Periodic Expenses, fees, and other amounts then due with respect to such reduction have been paid on or prior to the date of such reduction;
and

 (iv) the
Borrower shall have delivered to the Department a certificate, in form and substance satisfactory to the Department, with respect to the
matters set forth in sub-paragraphs ‎(i) through ‎(iii) above.

 (b) Such
reduction shall be effected upon amendments of the FFB Note Purchase Agreement and each FFB Note being executed and in full force and
effect.

 (c) No
portion of the FFB Commitment for any FFB Note that is so reduced may be reinstated.

 2.2.3 DOC
Termination . Upon the expiration of the Availability Period for all Projects, to the extent that no FFB Advance for any Project has
been made on or prior to such date, the Department may terminate this Agreement upon no less than ten (10) Business Days’ prior
written notice to the Borrower. Once terminated, the DOC Guarantee and this Agreement may not be reinstated.

 3

 Section 2.3. Funding
Procedures .

 2.3.1 Conditions
Precedent .

 (a) At
any time during the Availability Period, the Borrower may initiate the process to request an FFB Advance by delivering to the Department
a draft Master Advance Notice.

 (b) Following
delivery of a draft Master Advance Notice under paragraph (a) above, no less than ninety (90) days prior to the Requested FFB Advance
Date, the Borrower shall deliver to the Department a package evidencing the satisfaction of all relevant conditions precedent set forth
in ‎ Article 5 ( Conditions Precedent to FFB Advances ) applicable to the requested FFB
Advance (other than any such conditions precedent which by their nature cannot be satisfied until shortly before the FFB Advance Date,
as mutually agreed between the Department and the Borrower).

 (c) The
Department shall have up to ninety (90) days to review the evidence delivered by the Borrower relating to the relevant conditions precedent
set forth in ‎ Article 5 ( Conditions Precedent to FFB Advances ) applicable to the requested
FFB Advance.

 (d) The
Department shall endeavor in good faith to: (i) provide periodic updates to the Borrower on the progress of its review under paragraph
(c) above and (ii) request any modifications or additional evidence in a timely manner once identified during its review.

 2.3.2 Master
Advance Notice .

 (a) Subject
to Section 2.3.1(c) ( Conditions Precedent ) and receipt by the Department of satisfactory evidence of completion of each condition
precedent set forth in ‎ Article 5 ( Conditions Precedent to FFB Advances ) applicable
to the requested FFB Advance, the Borrower may request an FFB Advance by delivering to the Department a final Master Advance Notice, which
shall include an FFB Advance Request for such FFB Advance specifying a fixed or floating interest rate with respect to such FFB Advance.
The final Master Advance Notice and FFB Advance Request for the relevant FFB Advance shall include an FFB Advance Date occurring not less
than twenty (20) days after the date of such Master Advance Notice (or occurring on such other date as may be satisfactory to the Department).

 (b) Following
delivery of the FFB Advance Request pursuant to paragraph (a) above, the Borrower shall not change its interest rate selection with respect
to the relevant FFB Advance. To the extent the fixed interest rate is selected therein, the Borrower shall also select the Par Prepayment/Refinancing
Privilege to apply under such FFB Advance Request. The Borrower shall not request an FFB Advance for a Project more frequently than once
each Department fiscal quarter without the Department’s prior written consent.

 (c) If
the Department determines that: (i) a Master Advance Notice has been satisfactorily completed; and (ii) each condition precedent
set forth in ‎ Article 5 ( Conditions Precedent to FFB Advances ) applicable to the requested
FFB Advance has been satisfied (or waived by the Department in writing), then the Department shall execute the FFB Advance Request Approval
Notice attached to the FFB Advance Request and deliver such FFB Advance Request and FFB Advance Request Approval Notice to FFB (with a
copy to the Borrower).

 2.3.3 FFB
Advance Requirements under the FFB Documents . Notwithstanding anything to the contrary set forth in this ‎Article 2, the Borrower
shall comply with all requirements for FFB Advances set forth in the FFB Documents.

 Section 2.4. No
Liability . Without limiting the generality of ‎Section 11.9 ( Limitation on Liability ), the Department shall not
have any liability to any Borrower Entity, any Affiliate thereof or any other Person as a result of the issuance of or failure to issue,
for any reason (including due to an Uncontrollable Cause, as defined hereunder or under the FFB Note Purchase Agreement), any FFB Advance
Request Approval Notice or any other notice contemplated in this ‎Article 2.

 4

 Section 2.5. Disbursement
of Proceeds; Use of Proceeds; Maximum Principal Amount .

 2.5.1 [ Reserved ].

 2.5.2 [ Reserved ].

 2.5.3 The
Borrower shall apply, or cause each relevant Borrower Entity to apply, the disbursed portion of the Guaranteed Loan to pay for Eligible
Uses of Funds in tranches as follows, where each tranche corresponds to one Project and is made available under one FFB Note per Project,
up to the following aggregate amounts:

 (a) five
hundred fifty million Dollars ($550,000,000), with respect to the Round Top Mine Project (the “ Round Top Tranche ”);

 (b) one
hundred million Dollars ($100,000,000), with respect to the Stillwater Metal Project (the “ Stillwater Metal Tranche ”);

 (c) two
hundred fifty million Dollars ($250,000,000), with respect to the Stillwater Magnet Project (the “ Stillwater Magnet Tranche ”);

 (d) three
hundred twenty-five million Dollars ($325,000,000), with respect to the Magnet Project 2 (the “ Magnet Project 2 Tranche ”);

 (e) seventy-five
million Dollars ($75,000,000), with respect to the Metal Project 2 (the “ Metal Project 2 Tranche ” and together with
the Round Top Tranche, the Stillwater Metal Tranche, the Stillwater Magnet Tranche and the Magnet Project 2 Tranche, the “ Loan
Tranches ” and each a “ Loan Tranche ”).

 2.5.4 With
respect to any Relevant Disbursement Milestone for any Project, the amount of the applicable Loan Tranche available to be disbursed as
an FFB Advance (such amount, the “ Available Disbursement Amount ”) shall be determined as follows:

 (a) in
the case of a Full Disbursement Milestone, the amount of the relevant Loan Tranche available to be disbursed in connection with such Relevant
Disbursement Milestone shall be an amount equal to:

 (i) the Scheduled Disbursement Amount for such Disbursement Milestone;

 plus

 (ii) if
applicable, any True-Up Amount, and, solely in the case of the final Disbursement Milestone for any Project, as the same may be
further adjusted in accordance with paragraph (d) below;

 (b) in
the case of a Partial Disbursement Milestone, the amount of the relevant Loan Tranche available to be disbursed in connection with such
Relevant Disbursement Milestone shall be an amount equal to:

 (i) the Milestone Disbursement Ratio for such Disbursement Milestone multiplied by the Incremental Capex Amount for such Disbursement Milestone (such amount, the “ Partial Disbursement Amount ”);

 plus

 5

 (ii) if
applicable, any True-Up Amount;

 and, solely in the case of the final Disbursement Milestone for any Project, as the same may be
further adjusted in accordance with paragraph (d) below;

 (c) in
the event that (i) any Disbursement Milestone is a Partial Disbursement Milestone and (ii) the Actual Cumulative Capex Amount for the
relevant Project’s Disbursement Milestone immediately following such Partial Disbursement Milestone is greater than the Scheduled
Cumulative Capex Amount for such Partial Disbursement Milestone, the amount available to be disbursed in connection with such immediately
following Disbursement Milestone shall be increased by an amount equal to the difference between: (i) the Scheduled Disbursement Amount
for such Partial Disbursement Milestone less (ii) the Partial Disbursement Amount for such Partial Disbursement Milestone (such
amount, the “ True-Up Amount ”); and

 (d) with
respect to the last Disbursement Milestone of any Project, if the Actual Cumulative Disbursement Ratio at the time the Borrower submits
the FFB Advance Request for such last Disbursement Milestone for such Project is greater than the Scheduled Cumulative Disbursement Ratio
for such Project at such time, then the amount of the applicable Loan Tranche available to be disbursed as an FFB Advance shall be decreased
by an amount necessary to ensure that, after giving effect to such last FFB Advance, the Actual Cumulative Disbursement Ratio shall equal
the Scheduled Cumulative Disbursement Ratio.

 2.5.5 The
amount of any FFB Advance requested to be made hereunder shall in no event exceed the Available Disbursement Amount with respect to the
Relevant Disbursement Milestone as of the date of the requested FFB Advance.

 2.5.6 As
of the date of any requested FFB Advance, after giving effect to the FFB Advance requested to be made on such date: (a) the aggregate
outstanding principal amount (exclusive of capitalized interest) of all FFB Advances shall not exceed the Maximum Principal Amount; (b)
the aggregate outstanding principal amount (exclusive of capitalized interest) of all FFB Advances made shall not exceed the Scheduled
Cumulative Disbursement Amount; (c) the aggregate amount of capitalized interest on all outstanding FFB Advances shall not exceed the
aggregate Maximum Capitalized Interest Amount for all FFB Notes; (d) the aggregate outstanding principal amount (exclusive of capitalized
interest) of all FFB Advances under the relevant FFB Note pursuant to which such FFB Advance is requested to be made shall not exceed
the amount of the applicable Loan Tranche; and (e) the aggregate amount of capitalized interest on all outstanding FFB Advances under
such relevant FFB Note shall not exceed the Maximum Capitalized Interest Amount applicable to such FFB Note.

 Section 2.6. No
Interest; No Approval of Work . For the avoidance of doubt, no interest or penalties shall accrue on the amount of a
requested FFB Advance between the date of the Master Advance Notice and the applicable FFB Advance Date, and none of: (a) the
signing of any FFB Advance Request Approval Notice by the Department; (b) the Department’s forwarding any FFB Advance Request
Approval Notice, FFB Advance Request or Master Advance Notice to FFB; or (c) the making of any FFB Advance under the FFB Documents
shall be deemed an approval or acceptance by any Secured Party of any work, labor, supplies, materials or equipment furnished or
supplied with respect to any Project.

 6

 Article
3

PAYMENTS; PREPAYMENTS

 Section 3.1. Payments .

 3.1.1 Place
and Manner of Payments to the Department .

 (a) All
payments due under an FFB Note shall be made by the Borrower to FFB pursuant to the terms of the FFB Note Purchase Agreement and such
FFB Note.

 (b) All
payments to be made to the Department under this Agreement shall be sent by the Borrower in Dollars in immediately available funds before
1:00 p.m. on the date when due and shall be payable pursuant to payment instructions provided by the Department to the Borrower (as such
instructions may be amended from time to time by the Department upon notice to the Borrower made in accordance with this Agreement) not
less than five (5) Business Days prior to the date when such payments are due (unless expressly provided for otherwise in this Agreement);
 provided , however , that if the Department does not provide such payment instructions to the Borrower at least five (5) Business
Days prior to the due date for any such payment, such due date shall be extended to the date that is five (5) Business Days from the date
the Department provides such payment instructions to the Borrower.

 (c) In
the event that the date of any payment to the Department or the expiration of any time period hereunder occurs on a day that is not a
Business Day, then such payment or expiration of time period shall be made or occur on the next succeeding Business Day, and such extension
of time shall in such cases be included in computing interest or fees, if any, in connection with such payment.

 3.1.2 Guaranteed
Loan Principal and Interest; DOC Record .

 (a) The
Borrower shall repay principal and interest on each Loan Tranche of the Guaranteed Loan in accordance with the FFB Note Purchase Agreement
and the relevant FFB Note. With respect to each FFB Note, the Borrower shall repay all amounts outstanding under such FFB Note in full
on the Maturity Date applicable to such FFB Note and in accordance with the terms thereof.

 (b) Interest
shall accrue on the outstanding principal amount of each FFB Advance from the date such FFB Advance is disbursed pursuant to the FFB Note
Purchase Agreement and the relevant FFB Note, to the date such FFB Advance is paid in full, at a rate per annum as specified in
the relevant FFB Note.

 (c) Subject
to the immediately following proviso and with respect to each FFB Note, for each FFB Advance made prior to the First Scheduled
Prepayment Date for such FFB Note, the amount of accrued interest on the relevant FFB Note that would otherwise be due and payable
on each Payment Date to occur before the First Scheduled Prepayment Date shall be capitalized on the respective Payment Date and be
added to the principal amount due under such FFB Note, and interest shall accrue on the sum of the outstanding principal (including
such capitalized interest) at the rate established for such FFB Advance in accordance with paragraph 6 of the relevant FFB Note; provided
that the aggregate amount of accrued interest that may be capitalized with respect to any FFB Note shall not exceed the Maximum
Capitalized Interest Amount with respect to such FFB Note and shall not cause the total outstanding amount under such FFB Note to
exceed the Maximum Guaranteed Loan Amount applicable to such FFB Note. The amount of interest that shall be capitalized on each FFB
Advance shall be determined as set forth in the relevant FFB Note.

 (d) Any
interest accrued on any FFB Note in excess of the Maximum Capitalized Interest Amount for such FFB Note shall be payable by the Borrower
in cash in arrears on each applicable Payment Date as provided in such FFB Note.

 7

 (e) The
Borrower hereby authorizes the Department to record in an account or accounts maintained by the Department: (i) the interest rate(s) applicable
to the FFB Advances; (ii) the interest periods for each FFB Advance outstanding; (iii) the amounts from time to time advanced by FFB under
the FFB Note Purchase Agreement and the FFB Notes; (iv) the date and amount of each principal and interest payment on the Guaranteed Loan;
(v) amounts paid by or on behalf of the Borrower from time to time in respect of the FFB Advances and interest thereon; (vi) any amounts
paid by the Department to FFB pursuant to Section 6.3 ( Reimbursement ) of the FFB Program Financing Agreement; and (vii) such other
information as the Department may determine is necessary for the computation of interest payable by the Borrower in accordance with the
FFB Documents and other Financing Documents and the amount of Secured Obligations then owing, and such records shall constitute evidence
of the existence and amount of the Secured Obligations of the Borrower as therein recorded.

 3.1.3 No
Reborrowing . Amounts disbursed in any FFB Advance and which are repaid may not be reborrowed.

 Section 3.2. Prepayments .

 3.2.1 Prepayments
Generally .

 (a) All
prepayments of the Guaranteed Loan shall be subject to the provisions of this ‎Section 3.2, and in addition, such prepayments shall
comply with the terms and conditions of, and be applied in accordance with, the FFB Note Purchase Agreement and each relevant FFB Note.

 (b) The
Borrower acknowledges that FFB will calculate the FFB Prepayment Price applicable to any prepayment in accordance with the FFB Note Purchase
Agreement and the relevant FFB Note. All prepayments of the principal amount of the Guaranteed Loan shall be made together with all other
amounts included in the FFB Prepayment Price in accordance with the FFB Note Purchase Agreement and each relevant FFB Note.

 (c) The
Borrower shall not be entitled to reborrow the principal amount of any FFB Advance that is prepaid, nor shall any prepayment of any FFB
Advance create new availability for additional borrowings of the principal amount so prepaid during the Availability Period for any Project.

 (d) The
Borrower shall not exercise its right to rescind any FFB Prepayment Election under any FFB Note without the prior written consent of the
Department.

 (e) Each
prepayment made pursuant to Section ‎3.2.2 ( Voluntary Prepayments ) or Section ‎3.2.3 ( Mandatory Prepayments )
shall be applied: (i) among the Loan Tranches as directed by the Borrower, except that prepayment proceeds received in connection with
a specific Project pursuant to any of Section ‎3.2.3(a)(ii), (iii), (iv), (v) and (vi) shall be applied solely to the Loan Tranche
corresponding to such Project; (ii) to the specific FFB Advances identified by the Borrower in the FFB Prepayment Notice in accordance
with the FFB Note Purchase Agreement and each relevant FFB Note; and (iii) to principal installments as specified in each relevant FFB
Note.

 (f) In
the event of any prepayment of the Guaranteed Loan in whole pursuant to this ‎Section 3.2, the outstanding FFB Commitment remaining
for all FFB Notes shall be deemed to be reduced to zero Dollars ($0), unless otherwise agreed to in writing by the Department, and any
prepayment of the Guaranteed Loan in whole shall require payment in full of all other Secured Obligations then outstanding.

 8

 3.2.2 Voluntary
Prepayments .

 (a) Subject
to paragraphs ‎(b) and ‎(c) below and the terms and conditions of the FFB Note Purchase Agreement and each FFB Note, the Borrower
shall be entitled at any time and from time to time to prepay all or any portion of the outstanding principal amount of any FFB Advance
under an FFB Note or to prepay the Guaranteed Loan in its entirety, in each case upon prior submission of an FFB Prepayment Notice by
the Borrower to the Department and FFB not less than five (5) Business Days prior to the Intended Prepayment Date in accordance with the
terms hereof, the terms of the FFB Note Purchase Agreement, and the terms of the relevant FFB Note.

 (b) The
FFB Advances may only be prepaid pursuant to paragraph ‎(a) above if:

 (i) to
the extent that such prepayment is made prior to the expiration of the Availability Period for all Projects, such prepayment includes
prepayment in full of all outstanding FFB Advances and all other Secured Obligations, unless otherwise agreed in writing by the Department;

 (ii) to
the extent such prepayment is made after the expiration of the Availability Period for all Projects, unless such prepayment includes prepayment
in full of all outstanding FFB Advances and all other Secured Obligations, the Borrower has demonstrated to the satisfaction of the Department
that, immediately following such prepayment:

 (A) in
the event such prepayment is made before the Project Completion Date has been achieved for all Projects:

 (1) the
Total Funding Plan is sufficient to pay all remaining Project Costs for all Projects in accordance with the then-applicable Construction
and Tool Installation Budgets or Operating Budgets, as the case may be, the Disbursement Milestone Schedule for such Project, and the
Sources and Uses Plan; and

 (2) for
each Project, to the extent it has not already occurred, the Project Completion Date for such Project is reasonably expected to occur
on or before the applicable Project Completion Longstop Date.

 (c) No
Event of Default or Potential Event of Default has occurred and is continuing, or would arise as a result of, such prepayment.

 3.2.3 Mandatory
Prepayments .

 (a) Upon
the occurrence of any of the following events (each, a “ Mandatory Prepayment Event ”), the Borrower shall apply the
applicable prepayment amount set forth below to prepay the FFB Advances and pay all other amounts forming part of the FFB Prepayment Price
in connection with such prepayment on the applicable Intended Prepayment Date:

 (i) with
respect to each FFB Note, on each Scheduled Prepayment Date for such FFB Note, an amount equal to the Required Prepayment Amount,
unless the Department has notified the Borrower in writing no later than fifteen (15) Business Days prior to the relevant Scheduled
Prepayment Date that such mandatory prepayment shall be deferred, as determined by the Department in its sole discretion (each such
notification, a “ Principal Prepayment Deferral Notification ”), in which case (A) no mandatory prepayment shall be
required to be made pursuant to this sub-paragraph (i) on any relevant Scheduled Prepayment Date so notified by the Department to
the Borrower in a Principal Prepayment Deferral Notification and (B) the aggregate of all Deferred Principal Amounts corresponding
to a Deferred Principal Prepayment Date shall instead be reallocated across, and prepaid in equal installments on, the remaining
Scheduled Prepayment Dates (each such installment, a “ Deferred Principal Installment ” and each such reallocation,
a “ Deferred Principal Prepayment Reallocation ”), in accordance with this sub-paragraph (i), Section 7.32(b)
( Delivery of Principal Prepayment Schedules ) and the definition of Required Prepayment Amount. Notwithstanding anything to
the contrary herein, the Department’s calculation (in consultation with FFB) of the Required Prepayment Amount applicable to
any Scheduled Prepayment Date shall be conclusive absent manifest error. For the avoidance of doubt, the sending by the Department
of one or more Principal Prepayment Deferral Notifications in respect of any FFB Note shall be without prejudice to the obligations
of the Borrower under such FFB Note, and interest (and, if applicable, any relevant late charges) shall continue to accrue and be
payable at the relevant times and on the terms and conditions set forth in such FFB Note;

 9

 (ii) upon
the receipt by any Borrower Entity of the Net Amount of any Performance Liquidated Damages that exceed the amount required, as reasonably
determined by the Borrower and agreed by the Department, to pay to construct, repair, or restore the applicable Project, such excess amount;

 (iii) upon
the receipt by any Borrower Entity of the Net Amount of any Delay Liquidated Damages that exceed the amount required, as reasonably determined
by the Borrower and agreed by the Department, to pay Project Costs, Operating Costs, or Capital Expenditures for the applicable Project
during the period of the applicable delay, such excess amount;

 (iv) upon
the receipt by any Borrower Entity of Loss Proceeds, and to the extent (and promptly following the determination that) prepayment is required
in accordance with ‎Section 7.5 ( Insurance; Event of Loss ), in the amount determined in accordance with ‎Section 7.5
( Insurance; Event of Loss );

 (v) upon
the receipt by any Borrower Entity of the Net Amount of any proceeds as a result of the termination or repudiation of any Major Project
Document that exceeds the reasonable out-of-pocket costs incurred by the relevant Borrower Entity to replace such Major Project Document,
such excess amount;

 (vi) upon
the sale by any Borrower Entity of any assets pursuant to a Permitted Disposition under paragraph (b) of the definition thereof, that
portion of the Net Amount of the proceeds of such sale that is not applied (or reasonably expected to be applied) within eighteen (18)
months to the acquisition of assets then used or useful in the operation of a Facility to the extent that such amount exceeds one million
Dollars ($1,000,000) individually or five million Dollars ($5,000,000) in the aggregate in any calendar year;

 (vii) upon
the occurrence of any Project Completion Clawback Event for any Project, the amount notified by the Department to the Borrower in writing,
such amount not to exceed the maximum amount of the Loan Tranche applicable to such Project and to be paid by the Borrower in one or more
installments at the time or times determined by the Department and notified to the Borrower in writing;

 (viii) upon
the occurrence of any Guardrail Clawback Determination, the amount required by the Guardrail Provisions (including, if applicable, interest
calculated in accordance with Section 7 ( Remedies, Mitigation and Clawbacks ) of the Guardrail Provisions) and all other Secured
Obligations; and

 (ix) upon
the occurrence of any Clawback Event in respect of a breach of the Authorized Purpose pursuant to ‎Section 9.1(a)(iv) ( Authorized
Purpose Clawback Event ), the entirety of all outstanding FFB Advances, accrued interest thereon and all other Secured Obligations.

 10

 (b) In
the event of the occurrence of a Mandatory Prepayment Event, the Borrower shall:

 (i) in
the case of a Mandatory Prepayment Event referred to in sub-paragraph (a)(i) above, no later than ten (10) Business Days prior to the
applicable Scheduled Prepayment Date;

 (ii) in
the case of a Clawback Event referred to in any of sub-paragraph ‎(a)‎(viii) or ‎(ix) above, promptly (but in no event
more than five (5) Business Days) after the Borrower becomes aware, or should have become aware, or is otherwise notified by the Department
of, such occurrence;

 (iii) in
the case of a Project Completion Clawback Event, promptly (but in no event more than five (5) Business Days) after the Borrower is notified
by the Department in writing; and

 (iv) in
the case of any other Mandatory Prepayment Event, within five (5) Business Days thereafter,

 provide notice to the Department
of such Mandatory Prepayment Event together with (x) a draft FFB Prepayment Notice, which shall specify the anticipated amount of principal
to be prepaid and the Intended Prepayment Date (which shall be the next regularly scheduled Payment Date pursuant to the relevant FFB
Note after the date on which such notification is required to be delivered to the Department pursuant to this paragraph ‎(b)) and
(y) calculation of the anticipated FFB Prepayment Price.

 (c) For
any prepayment of the Guaranteed Loan, whether in whole or in part, pursuant to this Section ‎3.2.3, after the Department has
notified the Borrower that the anticipated amount of principal to be prepaid and the FFB Prepayment Price are acceptable to the Department,
the Borrower shall deliver the FFB Prepayment Notice to FFB, with copies to the Department and shall cause such amounts to be paid on
the applicable Intended Prepayment Date in accordance with each relevant FFB Note and the other Financing Documents. If the Borrower fails
to deliver any FFB Prepayment Notice to FFB as required in accordance with this Section ‎3.2.3, the Borrower hereby unconditionally
and irrevocably authorizes and empowers the Department to deliver such FFB Prepayment Notice to FFB on the Borrower’s behalf.

 Section 3.3. DOC
Fees .

 (a) The
Borrower shall pay to the Department a one-time commitment fee (the “ Loan Commitment Fee ”) in an amount equal to two
percent (2.0%) of the Maximum Principal Amount, which fee shall be due and payable no later than the date falling seven (7) days after
the Award Date.

 (b) The
Borrower shall pay to the Department a loan ticking fee (the “ Loan Ticking Fee ”) calculated on the undrawn
portion of the total FFB Commitment for all FFB Notes at a rate per annum equal to two percent (2.0%), which fee shall accrue
daily beginning on the Award Date and ending upon the expiration of the Availability Period for all Projects, be computed fifteen
(15) days prior to each Payment Date on the basis of actual days elapsed and a year of three hundred sixty-five (365) days and be
due and payable on each Payment Date (or, solely with respect to any portion of the Loan Ticking Fee which accrues following such
computation date but prior to such Payment Date, shall be due and payable on the next following Payment Date); provided that ,
solely for the purpose of this paragraph (b), at any time prior to the issuance of an FFB Note, the FFB Commitment for such FFB Note
shall mean an amount equal to the maximum Loan Tranche amount specified for the relevant Project and FFB Note in Section 2.5.3
( Disbursement of Proceeds; Use of Proceeds; Maximum Principal Amount ).

 11

 (c) The
Borrower shall pay to the Department an annual maintenance fee (the “ DOC Maintenance Fee ”), to be invoiced by the Department
by January 15 of each calendar year, payable on the first Business Day falling no later than thirty (30) days after the date of such invoice,
in an amount equal to the lesser of:

 (i) one-tenth
of one percent (0.1%) of the outstanding Guaranteed Loan balance as of December 31 of the calendar year immediately preceding that calendar
year; and

 (ii) two
hundred thousand Dollars ($200,000).

 (d) If
the Borrower fails to pay (i) any scheduled principal and interest on the Guaranteed Loan in accordance with the terms of each relevant
FFB Note, or (ii) any prepayment in accordance with the terms of each relevant FFB Note and ‎Section 3.2 ( Prepayments ), in
each case on or before the date such amount is due and payable, then beginning on the date such amount is due and payable, such Overdue
Amounts owing under each relevant FFB Note shall accrue default interest at the FFB Late Charge Rate in accordance with each relevant
FFB Note until such Overdue Amounts plus such default interest are paid in full. If the Borrower fails to make a payment in accordance
with clause (i) or (ii) above, and the Department makes such payment to FFB on the Borrower’s behalf in accordance with ‎Section
10.2(a) ( DOC Guarantee Payment
and Reimbursement ), or the Borrower fails to pay any DOC Fee on or before the date such amount is due and payable, then the
Borrower shall pay to DOC a DOC Late Penalty Fee in respect of each such Overdue Amount.

 (e) If
an amendment or waiver of any provision of this Agreement or any other Financing Document constitutes a “modification” (as
defined in Section 502(9) of FCRA) that increases the amount of the Credit Subsidy Cost (as calculated by the Department and approved
by OMB in accordance with FCRA and OMB Circulars A-11 and A-129, and as determined by OMB), the Borrower shall pay, if required by the
Department, the amount of any such increase to the Department prior to such amendment or waiver pursuant to ‎Section 11.5(d) ( Waiver
and Amendment ).

 (f) The
Borrower shall pay to the Department, as and to the extent required by the Department, a fee, in an amount deemed appropriate and reasonable
by the Department, in connection with the Department’s grant of any waiver, consent, or amendment under the Financing Documents.

 (g) All
DOC Fees shall be paid within thirty (30) days of the dates due, in immediately available funds in Dollars to the Department.

 (h) All
DOC Fees paid to the Department shall be non-refundable upon payment.

 Section 3.4. Net
of Tax .

 (a) The
Borrower understands and agrees that the Department and FFB are agencies or instrumentalities of the United States and that all payments
by the Borrower to the Department or FFB hereunder or under the FFB Documents, as applicable, are payable, and shall in all cases be paid,
free and clear of all Taxes.

 (b) If
the Borrower shall be required by Applicable Law to withhold or deduct any tax from or in respect of any sum payable hereunder or under
any other Financing Document to any Secured Party, (i) the sum payable shall be increased as may be necessary so that after making all
such required deductions, such Secured Party receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with Applicable Law.

 12

 Section
3.5. Payment of Costs and Expenses . The Borrower shall, whether or not the
transactions contemplated by this Agreement or the other Financing Documents are consummated, pay or reimburse, without duplication: (a)
all reasonable and documented fees, out-of-pocket costs, and expenses of each Secured Party (including all commissions, charges, costs,
and expenses for the conversion of currencies and all other fees, costs, charges, and expenses, including all Periodic Expenses of the
Department or any other Secured Party and reasonable and documented out-of-pocket fees of the legal counsel, consultants and advisors
for any of the foregoing) paid or incurred in connection with (i) the due diligence of the Borrower Entities and the Projects; and (ii)
the negotiation and preparation of this Agreement, and the Equity Documents or the other Transaction Documents and any other documents
and instruments related to this Agreement or thereto (including any legal opinions, any amendment or modification to, or the protection
or preservation of any right or claim under, or consent or waiver in connection with, this Agreement or any other Transaction Document,
any such other document or instrument related to this Agreement or thereto or any Collateral); and (b) all documented out-of-pocket costs
and expenses of each of the Department, FFB and any other Secured Party (including all commissions, charges, costs and expenses for the
conversion of currencies and all other costs, charges and expenses including all Periodic Expenses of the Department or any other Secured
Party and reasonable and documented out-of-pocket fees of the legal counsel, consultants and advisors for any of the foregoing) in connection
with (i) the administration, preservation in full force and effect and enforcement of this Agreement, the other Transaction Documents
and any other documents and instruments referred to herein or therein (including, without limitation, the fees and disbursements of counsel
for the Department or any other Secured Party and reasonable travel costs); and (ii) any foreclosure against, sale or other disposition
of any Collateral from time to time, or pursuit of any other remedies under any of the Financing Documents, to the extent such costs and
expenses are not recovered from such foreclosure, sale or other disposition.

 Article
4

CONDITIONS PRECEDENT TO THE AWARD DATE

 Section 4.1. Conditions
Precedent to the Award Date . By execution and delivery of this Agreement, each Borrower Entity and the Department acknowledge
and agree that the following terms have been satisfied in form and substance satisfactory to the Department as of the Award Date:

 4.1.1 Financing
Documents . Each Financing Document (other than any Financing Document required to be delivered under Section ‎5.1.1 ( FFB
Documents; Additional Financing Documents ) or Section ‎5.1.9 ( Security Documents )) shall have been duly executed and
delivered by each party thereto and shall be in full force and effect in accordance with its terms, and to the extent the Department is
not a party thereto, the Department shall have received a true and correct copy of the same.

 4.1.2 Lock-Up
Agreement; Semiconductor MOUs . The Department shall have received a copy of each of the following:

 (a) the
Lock-Up Agreement; and

 (b) at
least two Semiconductor MOUs.

 4.1.3 Borrower
Entity Agent Award Date Certificate . The Department shall have received an Officer’s Certificate of the Borrower Entity Agent
on behalf of the Borrower Entities, substantially in the form of ‎Exhibit B ( Form of Borrower Entity Agent Award Date Certificate ),
together with the attachments specified therein, and addressing such other matters as the Department may reasonably request.

 13

 4.1.4 Adequate
Project Funding . The Department shall have received a certificate of a Financial Officer of the Borrower certifying that the Borrower’s
Total Funding Plan is sufficient to pay all remaining Project Costs, as set forth in the Sources and Uses Plan, for each Project and for
each Project to achieve the Project Completion Date for such Project by no later than the final Milestone Completion Longstop Date for
such Project, together with any such other evidence as the Department may request in connection with the same.

 4.1.5 Financial
Model; Sources and Uses Plan; Budget; Schedule . The Department shall have received:

 (a) the
Base Case Financial Model;

 (b) as
part of the Base Case Financial Model or separately, a Sources and Uses Plan;

 (c) a
Construction and Tool Installation Budget consistent with the Base Case Financial Model; and

 (d) a
Milestone Based Schedule.

 4.1.6 Debt
Repayment; Lien Release . The Department shall have received evidence that each Borrower Entity has repaid in full all of its existing
Indebtedness (other than Permitted Indebtedness), and that all Liens (if any) securing such existing Indebtedness have been released.

 4.1.7 Financial
Statements . The Department shall have received the most recent audited annual and unaudited quarterly Consolidated Financial Statements
of the Borrower and its Subsidiaries that are available.

 4.1.8 Permits
and Approvals . The Department shall have received:

 (a) copies
of each of the Required Approvals that are listed on the Permitting Schedule and required to be obtained prior to the Award Date; and

 (b) an
Officer’s Certificate of the Borrower, certifying that: (i) such copies are true, correct, and complete (including all
schedules, exhibits, attachments, supplements, and amendments thereto and any related protocols or side letters); (ii) no term or
condition of any such Required Approval has been amended from that delivered pursuant to this Section ‎4.1.8; and (iii)
each such Required Approval has been validly issued, is unconditional (or, if conditional, all conditions precedent (if any) to the
effectiveness of each Required Approval have been satisfied or waived) and in full force and effect and is, or, with the passage of
time following the expiration of any relevant appeal period, will be Non-Appealable.

 4.1.9 Legal
Opinions . The Department shall have received legal opinions dated as of the Award Date and addressed to the Secured Parties from each
of:

 (a) Latham
& Watkins LLP, as New York counsel to the Borrower Entities;

 (b) McAfee
& Taft, as Oklahoma counsel to the Borrower Entities; and

 (c) Latham
& Watkins (London) LLP, as English counsel to the Borrower Entities.

 14

 4.1.10 Federal
Requirements and Approvals .

 (a) Lobbying
Certification . The Department shall have received an executed (i) “Disclosure Form to Report Lobbying” (Standard Form
LLL) or written confirmation that such Borrower Entity is not required to disclose any lobbying activities pursuant to 31 U.S.C. §1352;
and (ii) “Certification Regarding Lobbying” (Form CD-511), in each case, from each Borrower Entity.

 (b) Foreign Interests .
The Department shall have received an SF-328 Certificate Pertaining to Foreign Interests executed by the Borrower dated as of a recent
date not more than thirty (30) days prior to the Award Date.

 (c) SAM
Registration . The Department shall have received evidence of the registration by the Borrower in SAM.

 (d) KYC
Requirements . Each Secured Party shall have received all documentation (including taxpayer identification documents) and other information
in respect of each Borrower Entity as required by such Secured Party to enable it to be satisfied with the results of all “know
your customer” and other requirements (including, inter alia , the Anti-Money Laundering Laws).

 (e) Loan
Program Requirements . The Borrower shall be in compliance with all provisions set forth in Annex D ( Loan Program Requirements )
applicable as of the Award Date.

 4.1.11 Intellectual
Property . The Department shall have received evidence that the Borrower Entities collectively and exclusively own or otherwise have
a valid and enforceable license or right to use all Project IP (including all Intellectual Property granted or conferred under the Project
IP Agreements) then required or necessary in connection with any Project.

 4.1.12 Fees
and Expenses . The Department shall have received evidence that all Periodic Expenses due and payable to the Department and the Department’s
Consultants on or prior to the Award Date have been paid or reimbursed in full or in the case of the Department’s Consultants, arrangements
for payment have been made.

 4.1.13 No
Violation . Neither the entry into the Financing Documents nor the issuance of the DOC Guarantee shall result in a violation of any
Applicable Law, any Transaction Document, any Governmental Approval, or any other material agreement or consent to which any Borrower
Entity is a party, or any material judgment or approval to which any Borrower Entity is subject.

 4.1.14 Representations
and Warranties . Each of the representations and warranties made (or deemed made) by any Borrower Entity in any Financing
Document to which it is a party as of the Award Date shall be true and correct in all material respects (except to the extent any
such representation and warranty itself is qualified by “materiality,” “material adverse effect,” or a
similar qualifier, in which case it shall be true and correct in all respects) as of such date, except to the extent such
representation or warranty is made only as of a specific date or time (in which event such representation or warranty shall be true
and correct as of such date or time).

 4.1.15 No
Default . No Event of Default or Potential Event of Default has occurred and is continuing or would result from entry into the Financing
Documents.

 4.1.16 No
Determination to Suspend . No determination to suspend the Borrower’s ability to request FFB Advances has been made by the Secretary
in accordance with the Guardrail Regulations and the Guardrail Provisions.

 15

 4.1.17 Implementation
of Safety Review Report . The Department shall have received evidence of implementation by the Borrower or other applicable Borrower
Entity of all recommended actions from the Safety Review Report at the Wheat Ridge R&D Facility.

 4.1.18 Third
Party Validation of Nuclear Licensing . The Department shall have received evidence to its satisfaction regarding third party validation
of the nuclear material licensing requirements at the Wheat Ridge R&D Facility.

 4.1.19 Power
Infrastructure Plan . The Department shall have received evidence satisfactory to it of the resolution of the power infrastructure
plan for the Magnet Project 2.

 4.1.20 Equity
Documents; Equity Issuance; Equity Contribution. The Department shall have received:

 (a) a
fully executed copy of each Equity Document, and each such Equity Document shall be in full force and effect in accordance with its terms;

 (b) the
Equity Interests in the Borrower in accordance with the terms and conditions set forth in the Equity Documents;

 (c) duly
adopted board resolutions of the Borrower authorizing the execution and performance of the Equity Documents and the issuance of Equity
Interests in the Borrower to the Department in the amount specified in the Securities Issuance Agreement on or after the date hereof;
and

 (d) a
certificate of a Financial Officer of the Borrower certifying that (i) the Borrower has made Equity Contributions to the other Borrower
Entities in cash in accordance with ‎ Section 7.9 ( Equity Contributions ), and (ii) such
funds have been used (or arrangements have been made for such funds to be used) exclusively to fund Project Costs in accordance with the
Construction and Tool Installation Budget, together with any such other evidence as the Department may request in connection with clause
(i) or (ii) above.

 4.1.21 Round
Top Mine Project Real Property and Land Rights . The Department shall have received satisfactory evidence of the acquisition by the
Borrower of the Project Site (or the option to lease such land) for the Round Top Mine Project from the State of Texas.

 4.1.22 Award
Date Investment Policy . The Department shall have received a true, correct and complete copy of the investment policy approved
by the Borrower’s board of directors (or committee thereof) in effect as of the Award Date (the “ Award Date Investment
Policy ”), as certified by a Financial Officer of the Borrower.

 4.1.23 Additional
Documents . The Department shall have received such other information, documents, legal opinions, certifications, or consents
relating to any Project, the Collateral, any Borrower Entity, any Major Project Participant, or any of the matters contemplated by the
Transaction Documents as the Department may reasonably request.

 16

 Article
5

CONDITIONS PRECEDENT TO FFB ADVANCES

 Section 5.1. Conditions
Precedent to First FFB Advance . With respect to each Project, the obligation of the Department to issue the FFB Advance Request
Approval Notice with respect to the first FFB Advance to be made for the purposes of reimbursing Eligible Uses of Funds for such Project
is subject to the prior satisfaction (or waiver in writing), of the following conditions precedent and the delivery to the Department
of each of the documents indicated below, all in form and substance satisfactory to the Department as of the date that is ten (10) Business
Days prior to the applicable First FFB Advance Date, and to its continued satisfaction on such First FFB Advance Date. The Department
may (but shall not be required to) consult with any of the Department’s Consultants regarding the satisfaction of any condition.

 5.1.1 FFB
Documents; Additional Financing Documents .

 (a) Each
of the FFB Note Purchase Agreement, the FFB Note corresponding to the Loan Tranche for the applicable Project, the FFB Borrower Instruments
corresponding to such FFB Note, and the FFB Secretary’s Instruments corresponding to such FFB Note shall have been duly executed
and delivered by each party thereto and shall be in full force and effect in accordance with its terms, and to the extent the Department
is not a party thereto, the Department shall have received a true and correct copy of the same.

 (b) All
conditions to FFB’s purchase of each FFB Note corresponding to the Loan Tranche for the applicable Project specified in Article
3 of the FFB Note Purchase Agreement shall have been satisfied, including, inter alia , delivery to FFB of (i) the Opinion of Borrower’s
Counsel re: Borrower Instruments for such Project and (ii) the Certificate Specifying Authorized Borrower Officials.

 (c) Each
of the Collateral Agency Agreement and each other Financing Document which is then required to be in effect in accordance with the terms
hereof or thereof shall have been duly executed and delivered by each party thereto, and each such Financing Document shall be in full
force and effect in accordance with its terms, and to the extent the Department is not a party thereto, the Department shall have received
a true and correct copy of the same.

 5.1.2 Required
Approvals . The Department shall have received certified copies of each Required Approval listed on the Permitting Schedule as required
to be obtained prior to the First FFB Advance Date for such Project and an Officer’s Certificate of the Borrower, certifying that:
(i) such copies are true, correct, and complete (including all schedules, exhibits, attachments, supplements, and amendments thereto and
any related protocols or side letters); (ii) no term or condition of any such Required Approval has been amended from that delivered pursuant
to this Section ‎ 5.1.2; and (iii) each such Required Approval has been validly issued, is unconditional
(or, if conditional, all conditions precedent (if any) to the effectiveness of each Required Approval has been satisfied) and is in full
force and effect and is Non-Appealable.

 5.1.3 Commencement
of Project; Notices to Proceed

 (a) The
Project Commencement Date for such Project shall have occurred on or prior to the Project Commencement Clawback Date; provided
that the Borrower and the Department acknowledge and agree that, with respect to the Round Top Mine Project, the Stillwater
Magnet Project, and the Stillwater Metal Project, the Project Commencement Date for each such Project occurred prior to the
applicable Project Commencement Clawback Date.

 (b) To
the extent applicable in accordance with any relevant Major Project Document and not previously delivered in connection with the occurrence
of the Project Commencement Date, the Department shall have received evidence that the Borrower or other relevant Borrower Entity has
issued each notice to proceed or similar notice required thereunder to be delivered to the relevant counterparty and each such notice
(i) is unconditional or subject only to the making of the first FFB Advance for such Project and (ii) has been received and accepted
by the relevant counterparty.

 17

 (c) All
conditions precedent to the obligations of any Major Project Participant to be performed as of the First FFB Advance Date for such Project
or of any counterparty to any other contract necessary for the construction thereof have been satisfied, and the Department shall have
received such evidence as it may request of the same.

 5.1.4 Insurance .
The Department shall have received true and correct copies of each insurance policy then required to have been delivered in accordance
with ‎Section 7.5(b) ( Insurance; Event of Loss ).

 5.1.5 Construction
and Operating Budgets . With respect to the applicable Project, the Department shall have received: (i) the Construction and Tool Installation
Budget for such Project, in form and substance satisfactory to the Department; (ii) an initial Operating Budget for such Project, in form
and substance satisfactory to the Department, in each case consistent with the Base Case Financial Model delivered pursuant to Section
‎5.1.6 ( Revised Base Case Financial Model – First FFB Advance Date ); and (iii) an updated Milestone Based Schedule
for such Project.

 5.1.6 Revised
Base Case Financial Model – First FFB Advance Date . The Department shall have received either:

 (a) a
certification from the chief Financial Officer of the Borrower that: (A) there are no material changes to either the original Base
Case Financial Model or, if applicable, the updated Base Case Financial Model most recently delivered pursuant to paragraph (b) below
in connection with any Project, as the case may be (such most recently delivered Base Case Financial Model, in any case, the “ Existing
Base Case Financial Model ”) or the Sources and Uses Plan; (B) the Existing Base Case Financial Model demonstrates the Debt Sizing
Criteria; and (C) there are no material changes to the assumptions therein; or

 (b) (i)
an update to the Existing Base Case Financial Model, certified by the chief Financial Officer of the Borrower and demonstrating the Debt
Sizing Criteria and, if different, financial ratios better than the Existing Base Case Financial Model for each consecutive twelve (12)
month period ending on each Calculation Date set out therein and (ii) as part of the Base Case Financial Model or separately, an updated
Sources and Uses Plan.

 5.1.7 [ Reserved ].

 5.1.8 Real
Property and Land Rights . With respect to the applicable Project, the Department shall have received:

 (a) an
ALTA Survey or NSPS land title survey with respect to such Project, depicting the land and improvements (including then-existing
improvements and site plan overlay) constituting such Project and the relevant Project Site that is in form and substance
satisfactory to the Department and the relevant Title Company: (i) dated as of a date that is acceptable to the relevant Title
Company to remove a general survey exception from the Title Policy; (ii) prepared by a land surveyor duly licensed and
registered in the State of Texas, the State of Oklahoma or the State in which the Additional Projects are located, as applicable;
and (iii) certified to the Secured Parties by a form of certification acceptable to the Secured Parties, together with, for a
Project Site comprised of subsurface mineral rights, a landman search of subsurface mineral rights;

 18

 (b) a
site plan with respect to such Project, depicting the land and improvements (including those existing and those to be developed improvements
and site plan overlay) constituting such Project and the relevant Project Site that is in form and substance satisfactory to the Department
and the relevant Title Company: (i) dated as of a date that is acceptable to the relevant Title Company to remove a general survey
exception from the Title Policy; (ii) prepared by a land surveyor duly licensed and registered in the State of Texas, the State of
Oklahoma or the State in which the Additional Projects are located, as applicable; and (iii) certified to the relevant Title Company
and the Secured Parties by a form of certification acceptable to the relevant Title Company;

 (c) satisfactory
evidence of the acquisition or lease by the applicable Borrower Entity of the Project Site (or the option to lease such land) for each
applicable Project;

 (d) landlord
consents and estoppels (in form and substance satisfactory to the Department) with respect to any applicable mineral rights leases and
any other relevant Real Property Document;

 (e) for
such Project, a pro forma policy of title insurance, dated on or prior to the first FFB Advance for such Project (with gap coverage
through the recording date of the applicable Real Property Security Document in the official records of Hudspeth County, Texas, Payne
County, Oklahoma or the County in which the Additional Projects are located, as applicable (if occurring after the date of the first FFB
Advance)) together with the endorsements identified in this paragraph (to the extent they are obtainable on commercially reasonable terms
from title insurance underwriters in the State of Texas, the State of Oklahoma or the State in which the Additional Projects are located,
as applicable), in an amount equal to the Maximum Principal Amount applicable to the relevant Loan Tranche(s), issued by the relevant
Title Company, in form and substance acceptable to the Secured Parties, and an irrevocable commitment from the relevant Title Company
(such commitment to be in a closing instruction letter in form and substance acceptable to the Secured Parties) to issue an ALTA Mortgage
Loan Policy of Title Insurance (Form No. 1056.06 dated 6-17-06) together with an ALTA 32.2 or equivalent endorsement for the relevant
Project(s) as modified by an ALTA 33 endorsement (each such policy of title issued pursuant to this paragraph ‎ (e),
a “ Title Policy ”), ensuring that the applicable Real Property Security Document creates a legal, valid, and enforceable
First Priority Lien on the relevant Project Site(s), easements and other interests in Real Property created under the relevant Real Property
Documents and other interests in Real Property (including improvements) described in such Real Property Security Document subject only
to Permitted Liens, together with all other endorsements and affirmative coverages required by the Department and which are obtainable
on commercially reasonable terms from title insurance underwriters in the State of Texas, the State of Oklahoma or the State in which
the Additional Projects are located, as applicable;

 (f) evidence
of title to or leasehold interest in any Real Property or fixture interests (including easements) constituting or intended to constitute
part of the Collateral;

 (g) a
certification by the Borrower that all easements, rights-of-way, zoning compliances, and other land rights then necessary for such
Project shall have been obtained, including, all easements, rights-of-way, zoning compliances, and other land rights required to be
obtained by any Major Project Participant pursuant to any Transaction Document entered into in connection with such Project or that
are necessary for the performance of its obligations under such Transaction Documents (including, if required by the Department,
zoning reports, or zoning letters from applicable Governmental Authorities), together with any such other evidence as the Department
may request in connection with the same;

 (h) a
certification by the Borrower that each relevant Borrower Entity: (i) has in place all power, water, wastewater, transportation,
communications, and other utilities and infrastructure then necessary for construction and operation of such Project in accordance with
the applicable Project Documents and applicable Required Approvals; and (ii) has secured for each such utility the capacity then
necessary to sustain operations for such Project, including facilities that are adjacent or co-located and operated by any Borrower Entity
to the extent that those facilities are required for the construction and operation of such Project or are sharing resources with such
Project, together with any such other evidence as the Department may request in connection with the same;

 19

 (i) a
certification by the Borrower that: (i) no part of any Project Site or Facility shall have suffered any significant damage by fire
or other casualty that has not been repaired; and (ii) no condemnation or adverse zoning or usage change proceeding shall have occurred
or shall have been threatened in writing against any of the Real Property, together with any such other evidence as the Department may
request in connection with the same; and

 (j) all
Real Property Documents required in connection with the relevant Project have been entered into and are in full force and effect, and
to the extent requested by the Department, the Department shall have received true and correct copies of each such Real Property Document.

 5.1.9 Security
Documents . Each of the Security Documents (other than any (i) Real Property Security Document or Direct Agreement, which, in either
case, relate to any Project other than the Project for which the Borrower has requested the applicable FFB Advance and (ii) Direct Agreement
not yet required to have been executed in accordance with the terms hereof) shall be in full force and effect and shall have been duly
filed and registered or recorded in every jurisdiction in which such filing and registration or recording is necessary or advisable, and
all documents then necessary or advisable to have been delivered to the Collateral Agent in connection therewith (including, if applicable,
all required membership interest certificates (or similar) and related transfer powers and proxies), in each case, to make valid, effective,
and enforceable as First Priority Liens the Liens intended to be created thereby and to enforce the rights of the Secured Parties thereunder,
and the Department shall have received evidence satisfactory to it that all such filings, registrations, recordings, and deliveries have
been made.

 5.1.10 Legal
Opinions . The Department shall have received:

 (a) legal
opinions dated as of the relevant FFB Advance Date and addressed to the Secured Parties from each of:

 (i) Latham
& Watkins LLP, as New York counsel to the Borrower;

 (ii) McAfee
& Taft, as Oklahoma counsel to the Borrower Entities;

 (iii) Latham
& Watkins (London) LLP, as English counsel to the Borrower Entities with respect to corporate organizational matters;

 (iv) Clifford
Chance LLP, as English counsel to the Department with respect to security matters; and

 (v) counsel
to the Borrower Entities with respect to any jurisdiction that the Department requires for capacity, enforceability of security, and permitting
opinions.

 (b) such
other legal opinions from counsel satisfactory to the Department and addressing such other matters as the Department may reasonably request.

 Section 5.2. Conditions
Precedent to Each FFB Advance . For any Project, the obligation of the Department to issue the FFB Advance Request Approval
Notice with respect to any FFB Advance (including the first FFB Advance with respect to any Project) to be made for the purposes of reimbursing
Eligible Uses of Funds in connection with any Disbursement Milestone for such Project (such Disbursement Milestone, the “ Relevant
Disbursement Milestone ”) is subject to the prior satisfaction (or waiver in writing) of each of the following conditions precedent
and the delivery to the Department of each of the documents indicated below, all in form and substance satisfactory to the Department
as of the date that is ten (10) Business Days prior to the FFB Advance Date for such FFB Advance, unless indicated otherwise, and to their
continued satisfaction on the relevant FFB Advance Date. The Department may (but shall not be required to) consult with any of the Department’s
Consultants regarding the satisfaction of any condition.

 20

 5.2.1 Disbursement
Milestones . Each Disbursement Milestone required to have been achieved for such Project on or prior to the relevant FFB Advance Date
in accordance with the Disbursement Milestone Schedule, including the Relevant Disbursement Milestone, shall have been achieved, and the
Department shall have received evidence of the same.

 5.2.2 Adequate
Project Funding . The Department shall have received a certificate of a Financial Officer of the Borrower certifying that the Borrower’s
Total Funding Plan is sufficient to pay all remaining Project Costs for all Projects and to achieve, for each Project, the Project Completion
Requirements by no later than the Project Completion Longstop Date for the applicable Project, together with any such other evidence as
the Department may request in connection with the same.

 5.2.3 Book
Value to Cumulative Debt Ratio . The Borrower shall provide evidence satisfactory to the Department that the Borrower is, and after
giving effect to the requested FFB Advance, will be, in compliance with ‎Section 7.18(d) ( Liquidity Requirements; Financial Covenants ).

 5.2.4 Master
Advance Notice and FFB Advance Request . The Department shall have received: (a) a Master Advance Notice specifying (i) the Loan Tranche
and Relevant Disbursement Milestone with respect to which such FFB Advance is requested to be made and (ii) the amount of the requested
FFB Advance for the Relevant Disbursement Milestone, which shall not exceed the Available Disbursement Amount for the Relevant Disbursement
Milestone; and (b) an FFB Advance Request delivered in accordance with ‎Section 2.3 ( Funding Procedures ) and which, to the
extent the Borrower has selected a fixed rate interest under such FFB Advance Request, shall also specify that the Borrower selects the
Par Prepayment/Refinancing Privilege.

 5.2.5 Use
of Proceeds . The Department shall have received: (a) evidence that the proceeds of the requested FFB Advance will be applied in accordance
with ‎Section 2.5 ( Disbursement of Proceeds; Use of Proceeds; Maximum Principal Amount ); and (b) invoices or other documentation
evidencing the incurrence of the Eligible Uses of Funds to which such proceeds will be applied.

 5.2.6 Major
Project Documents; Related Direct Agreements; Project Collateral Security Instruments; and Legal Opinions .

 (a) With
respect to such Project, to the extent not previously delivered to the Department, pursuant to Section ‎4.1.2 ( Lock-Up
Agreement; Semiconductor MOUs ), the Department shall have received a copy of each Major Project Document then required to have
been entered into by any relevant Borrower Entity in accordance with the Disbursement Milestone Schedule and relevant Disbursement
Milestone, in each case, accompanied by an Officer’s Certificate of the Borrower, certifying that: (i) each such copy is
a true, correct, and complete copy of such Major Project Document (including all schedules, exhibits, attachments, supplements, and
amendments thereto and any related protocols or side letters); (ii) each such Major Project Document has been duly executed and
delivered by the parties thereto and is in full force and effect in accordance with its terms; and (iii) neither any Borrower
Entity, nor to any Borrower Entity’s Knowledge, any other Major Project Participant is, or but for the passage of time or
giving of notice or both, would be, in breach of any obligation thereunder.

 21

 (b) With
respect to each Major Project Document required to be delivered pursuant to paragraph ‎(a) above: (i) a Direct Agreement in respect
thereof shall have been entered into and shall be in full force and effect in accordance with its terms, and the Department shall have
received a fully executed copy of each such Direct Agreement; (ii) the Borrower has complied with the requirements of Section 6.12(a)
( Project Collateral Security Instruments; Letter of Credit Rights ) of the Project Security Agreement with respect to each Project
Collateral Security Instrument, if any, then required to have been delivered pursuant to any such Major Project Document; and (iii) to
the extent required by the Department, the Department shall have received legal opinions dated as of the relevant FFB Advance Date and
addressed to the Secured Parties from each Major Project Participant party to such Major Project Document required to be delivered from
counsel to such Major Project Participant in its jurisdiction of organization.

 5.2.7 Lien
Waivers . The Department shall have received:

 (a) a
certification by the Borrower (together with any such other evidence as the Department may request in connection with the same) that:
(i) any amounts that are due and payable to contractors or suppliers (including subcontractors) performing work or supplying materials
in connection with the construction of the relevant Project and that are not being contested by any Borrower Entity have been fully paid;
(ii) any disputes with such contractors or suppliers have been settled, except for those being contested in good faith and for which reasonably
adequate reserves are being maintained in accordance with the Applicable Accounting Requirements; and (iii) all mechanics’ liens
or other Liens of such contractors or suppliers that have been placed on the Collateral or the Project: (A) have been released (or bonded
over); or (B) are being contested in good faith and reasonably adequate reserves are being maintained in accordance with the Applicable
Accounting Requirements; and

 (b) conditional
(conditioned only upon payment) or unconditional, as applicable, lien waivers (which shall include subcontractors’ conditional (conditioned
only upon payment) or unconditional, as applicable, lien waivers), in form and substance satisfactory to the Department (acting in consultation
with the relevant Title Company), from each such contractor and supplier that is party to a Construction Contract for the relevant Project;
 provided that , with respect to subcontractors, such lien waivers shall only be required if the related subcontract has a value
equal to or greater than two hundred fifty thousand Dollars ($250,000).

 5.2.8 Loan
Tranche . After giving effect to the requested FFB Advance, the aggregate principal amount of all FFB Advances disbursed with respect
to the relevant Project shall not exceed the applicable maximum Loan Tranche specified in Section ‎2.5.3 ( Disbursement of Proceeds;
Use of Proceeds; Maximum Principal Amount ).

 5.2.9 Fees
and Expenses . The Department shall have received (a) payment in full of all fees that ‎Section 3.3 ( DOC Fees ) requires
to be paid on or prior to the relevant FFB Advance Date and all Periodic Expenses due and payable on or prior to the relevant FFB Advance
Date; and (b) (i) reimbursement of all fees and Periodic Expenses of any Consultants, incurred and invoiced prior to the relevant FFB
Advance Date or (ii) confirmation that such fees and Periodic Expenses have been paid directly to such Consultants.

 5.2.10 Construction
and Tool Installation Budget . The Department shall have received a certification from the Borrower that (a) there have been no
changes to the Construction and Tool Installation Budget applicable to such Project with respect to amounts reflected in the budget
or the timing of the payments since the last FFB Advance for such Project and (b) the aggregate amounts to be expended for such
Project for each category of Project Costs do not exceed the aggregate amounts budgeted for such costs in the then-approved
Construction and Tool Installation Budget for such Project, except, in the case of clauses (a) and (b), to the extent resulting from
Approved Project Changes for the relevant Project.

 22

 5.2.11 Judgment
Liens . No judgment lien shall exist against any Property of any Borrower Entity for a debt owed to the United States of America or
any delinquent federal debt, including tax liabilities, except to the extent (a) such delinquency has been resolved with the appropriate
Governmental Authority in accordance with the standards of the Debt Collection Improvement Act of 1996 or (b) any such debt is being contested
in good faith and for which reasonably adequate reserves are being maintained in accordance with the Applicable Accounting Requirements.

 5.2.12 Permits
and Approvals . The Department shall have received:

 (a) copies
of each Required Approval listed in the Permitting Schedule as required to have been obtained on or prior to the relevant FFB Advance
Date; and

 (b) an
Officer’s Certificate of the Borrower, certifying that:

 (i) the
copies of such Required Approvals are true, correct and complete copies of such Required Approvals (including all schedules, exhibits,
attachments, supplements, and amendments thereto and any related protocols or side letters);

 (ii) no
term or condition of any of such Required Approvals has been amended from the form thereof delivered pursuant to this Section ‎5.2.12;

 (iii) each
such Required Approval has been validly issued, is in full force and effect and Non-Appealable; and

 (iv) all
conditions precedent to the effectiveness of such Required Approvals have been satisfied.

 5.2.13 Equity
Contributions . The Department shall have received a certificate of a Financial Officer of the Borrower certifying that (a) the Borrower
has made all Equity Contributions applicable to such Project then required to have been made to the relevant Borrower Entity in accordance
with ‎Section 7.9 ( Equity Contributions ) and (b) all equity amounts then required to have been raised in accordance with
‎Section 7.18(a) ( Liquidity Requirements; Financial Covenants ) have been duly raised and received by the Borrower, together
with any such other evidence as the Department may request in connection with the same.

 5.2.14 Intellectual
Property .

 (a) If
any licensor of Project IP is required to deliver any process design packages pursuant to any Construction Contract or Supply Agreement
then required to have been entered into by any relevant Borrower Entity in accordance with the Disbursement Milestone Schedule and relevant
Disbursement Milestone, each such project design package shall have been formally accepted by the relevant Construction Contractor or
supplier (as applicable).

 (b) Each
relevant Borrower Entity has granted, and has caused each licensor of rights to Project IP under each Project IP Agreement then required
for such Project in accordance with the Disbursement Milestone Schedule to grant to the Secured Parties, a Secured Parties’ License.

 5.2.15 Representations
and Warranties . Each of the representations and warranties made (or deemed made) by any Borrower Entity in any Financing Document
to which it is a party shall be true and correct in all material respects (except to the extent any such representation and warranty itself
is qualified by “materiality,” “material adverse effect,” or a similar qualifier, in which case it shall be true
and correct in all respects) as of the date such representation or warranty is made (or deemed made), except to the extent such representation
or warranty is made only as of a specific date or time (in which event such representation or warranty shall be true and correct as of
such date or time).

 23

 5.2.16 No
Default . No Event of Default or Potential Event of Default has occurred and is continuing or would result from the making of such
FFB Advance or from the application of the proceeds thereof.

 5.2.17 No
Guardrail Suspension . The Secretary has not made any determination in accordance with the Guardrail Provisions to suspend the Borrower’s
ability to request FFB Advances.

 5.2.18 Updated
Principal Prepayment Schedule . To the extent that such FFB Advance is requested to be made following the occurrence of the First Scheduled
Prepayment Date applicable to the FFB Note under which such FFB Advance is being requested, the Department shall have received an updated
Principal Prepayment Schedule, in form and substance satisfactory to the Department, reflecting an even allocation of the principal amount
of the requested FFB Advance across the remaining prepayment installments set forth in the then-current Principal Prepayment Schedule;
 provided that if the next occurring Scheduled Prepayment Date for the relevant FFB Note is fewer than twenty (20) Business Days
after the Requested FFB Advance Date, no portion of the principal amount of the requested FFB Advance shall be allocated to the prepayment
installment applicable to such Scheduled Prepayment Date and such principal amount shall instead be allocated evenly across all other
remaining prepayment installments.

 5.2.19 Additional
Documents . The Department shall have received such other information, documents, legal opinions, certifications, or consents relating
to any Project, the Collateral, any Borrower Entity, any Major Project Participant, or any of the matters contemplated by the Transaction
Documents as the Department may reasonably request.

 Article
6

REPRESENTATIONS AND WARRANTIES

 Each Borrower Entity, as applicable,
makes each of the following representations and warranties to and in favor of the Department as of (a) the Award Date, (b) each FFB Advance
Date, and (c) each Project Completion Date, as applicable (in all cases, both immediately before and immediately after giving effect
to the FFB Advances, if any, being made on such date), except as such representations and warranties are expressly made as to an earlier
date, in which case such representations and warranties will be true as of such earlier date:

 Section 6.1. Organization .
It (a) is duly organized, validly existing, and in good standing (or such similar concept in the relevant jurisdiction, if such a concept
is applicable to the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business
in the jurisdiction of its organization, the state jurisdiction where each Project is located, and in each other jurisdiction where the
failure to so qualify could reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority
to (i) own or hold under lease and operate the Property it purports to own or hold under lease; (ii) carry on its business as
now being conducted and as proposed to be conducted in respect of the Projects; (iii) incur Indebtedness and create Liens on all
and any of its Properties; and (iv) execute, deliver, perform, and observe the terms and conditions of each of the Transaction Documents
to which it is a party and carry out the transactions contemplated hereby and thereby.

 24

 Section 6.2. Authorization;
No Conflict . It has duly authorized, executed and delivered the Transaction Documents to which it is a party, and neither its
execution and delivery thereof nor its consummation of the transactions contemplated hereby or thereby nor its compliance with the terms
of this Agreement or thereof does or will: (a) contravene its Organizational Documents or any Applicable Laws in any material respect;
(b) contravene or result in any breach or constitute any default under any material Governmental Judgment; (c) contravene or
result in any breach or constitute any default under, or result in or require the creation of any Lien upon any of its material Properties
under any material agreement or instrument to which it is a party or by which it or any of its Properties may be bound, except for any
Permitted Liens; or (d) require the consent or approval of any Person other than the Required Approvals and any other consents or
approvals that have been obtained and are in full force and effect.

 Section 6.3. Compliance
with Laws . It has conducted and is conducting its business and each Project in compliance with:

 (a) the
CHIPS Act;

 (b) the
Program Fraud Civil Remedies Act (31 U.S.C. § 3801 et seq.);

 (c) the
False Claims Amendments Act of 1986 (18 U.S.C. § 287);

 (d) the
False Statements Accountability Act of 1996 (18 U.S.C. § 1001);

 (e) the
Civil False Claims Act (31 U.S.C. §§ 3729 – 3733);

 (f) all
applicable federal labor and employment laws, including Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.), the
Fair Labor Standards Act (29 U.S.C. § 203), the Occupational Safety and Health Act (29 U.S.C. § 653) and the National Labor
Relations Act (29 U.S.C. § 151 et seq.) in all material respects;

 (g) all
applicable Export Control Laws in all respects, except for any actual or potential violations that involve only unintentional minor, technical
infractions, which either (i) were voluntarily self-disclosed to BIS within sixty (60) days of it becoming aware of the violation and
promptly resulted in the issuance of a warning or no action letter by BIS; or (ii) otherwise could not reasonably be expected to give
rise to an enforcement action, or the imposition of any fine or penalty by any Governmental Authority; and

 (h) without
prejudice to ‎Section 6.2 ( Authorization; No Conflict ), any other provision of this ‎Section 6.3, ‎Section 6.8
( Required Approvals ), ‎Section 6.9 ( Intellectual Property ), ‎Section 6.17 ( Environmental Laws ), ‎Section
6.18 ( Federal Requirements ), or ‎Section 6.20 ( Foreign Entity of Concern; Prohibited Persons; Sanctions; Export Control
Laws; Anti-Corruption; Anti-Money Laundering Laws ), (i) in all respects, all Federal Laws; and (ii) in all material respects all other
Applicable Laws, Required Approvals, and its Organizational Documents.

 Section 6.4. Legality;
Validity; Enforceability . Each Transaction Document to which it is (or will be when executed) a party constitutes a legal,
valid, and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium or other Applicable Laws affecting creditors’ rights generally
and by general principles of equity.

 25

 Section 6.5. Real
Property .

 (a) It
or another Borrower Entity owns and has valid, legal, and beneficial title to, or holds a valid leasehold interest in, all Real Property
in each Project Site (other than, as of the Award Date, the Project Site with respect to the Additional Projects) free and clear of any
Lien of any kind, except for Permitted Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by
any Borrower Entity of any Lien (except for Permitted Liens) on any Property.

 (b) All
easements, leasehold, and other Property interests and utility and other services, means of transportation, facilities, other materials,
and rights held that are reasonably necessary for the construction, completion, and operation of any Project (other than, as of the Award
Date, any Additional Project) have been obtained or are commercially available to such Project at the applicable Project Site (other than,
as of the Award Date, the Project Site with respect to the Additional Projects).

 (c) Any
Leases material to any Project and in existence on the date of this representation and under which any Borrower Entity is a lessee are
valid and subsisting, such Borrower Entity is not in default in any material respect under any of such Leases, such Borrower Entity enjoys
peaceful and undisturbed possession of all Property subject to such Leases, and such Borrower Entity has the right to continue to enjoy
such possession during the time when any such Property is necessary for any Project.

 (d) Each
Project Site is sufficient and appropriate in all material respects for the development, siting, design, engineering, construction, ownership,
operation, maintenance and use of the relevant Project as contemplated by the Transaction Documents.

 (e) Except
as shown on the applicable ALTA Survey, all of the improvements on each Project Site lie wholly within the boundaries and building restriction
lines of such Project Site, and no improvements on adjoining properties encroach upon such Project Site, and no improvements on such Project
Site encroach upon or violate any easements or other encumbrances upon such Project Site, in each case, so as to materially impair the
development, construction, operation, or use by (or for the benefit of) the Borrower Entities of such Project Site for the applicable
Project, except those that are or, on and following the date of the first FFB Advance for such Project will be, insured against. To its
Knowledge, no ALTA Survey fails to reflect any material matters adversely affecting the applicable Project Site or the title thereto.

 (f) No
condemnation or adverse zoning or usage change proceeding has occurred or has been threatened in writing against any of the Real Property
that could materially impair the development, construction, operation, access to or use by (or for the benefit of) the Borrower of any
Project Site for any Project.

 Section 6.6. Security
Interests; Liens .

 (a) With
respect to each Security Document, with effect from the date on which such Security Document is required to be executed and
delivered in accordance with this Agreement, and upon the execution and delivery thereof, (i) the Collateral Agent (for the benefit
of the Secured Parties) has (or, with respect to any after-acquired Property, will have upon the subsequent acquisition thereof)
legal, valid, enforceable, and perfected First Priority Liens in the Collateral referred to in such Security Document subject only
to Permitted Liens, (ii) such security interest in the Collateral is and will be superior and prior to the rights of all third
Persons now existing or hereafter arising, whether by way of deed of trust, mortgage, Lien, security interests, encumbrance,
assignment or otherwise, other than Permitted Liens, and (iii) all documents and instruments, including (x) in the case of any Real
Property Security Document, such Real Property Security Document and (y) if applicable, UCC financing statements, have been or will
be recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable
have been or will be taken to establish and perfect the Collateral Agent’s Lien in and to such Collateral (for the benefit of
the Secured Parties) to the extent contemplated by such Security Document. All Taxes (including stamp taxes) and filing fees and
Periodic Expenses that are due and payable in connection with the execution, delivery or recordation of any Real Property Security
Document or any other Transaction Document, or the mortgaging of any mortgaged Property under any Real Property Security Document,
have been paid or will have been paid by no later than the date of the first FFB Advance (or, to the extent that any such Real
Property Security Document or other Transaction Document is not yet required to be in effect as of the date of the first FFB
Advance, will have been paid by no later than the date on which such Transaction Document is required to be executed and delivered
hereunder).

 26

 (b) Except
for Permitted Liens, it has not created, and is not under any obligation to create, and has not entered into any transaction or agreement
that would result in the imposition of, any Lien upon any of the Collateral.

 Section 6.7. Project
IP Liens . The right, title, and interest of such Borrower Entity in and to the Project IP owned by such Borrower Entity is
free and clear of all Liens, except for Permitted Liens.

 Section 6.8. Required
Approvals .

 (a) The
Permitting Schedule sets forth all Required Approvals as of the Award Date.

 (b) Each
Required Approval that is required to be obtained as of any date on which this representation is made has been duly and validly issued,
is in full force and effect and is, or, with the passage of time following the expiration of any relevant appeal period, will be, Non-Appealable,
and it has no reason to believe that any such Required Approvals already obtained will be revoked.

 (c) It
has no reason to believe that it, any other Borrower Entity or, to its Knowledge, any relevant Major Project Participant will be unable
to obtain the Required Approvals applicable to it in the ordinary course of business free from conditions or requirements or, if any Borrower
Entity has Knowledge that any Major Project Participant is unable to do so, the relevant Borrower Entities have implemented, or caused
to be implemented, alternative arrangements that the Department in its sole discretion has confirmed in writing are acceptable for the
purposes of this paragraph (c) and at such time or times as may be necessary to avoid any material delay in, or impairment to the transactions
contemplated by the Transaction Documents.

 (d) It
and, to its Knowledge, each Major Project Participant is in compliance in all material respects with all Required Approvals that have
been obtained by, or are otherwise applicable to, such Person (or, if any Borrower Entity has Knowledge that any Major Project Participant
is not so in compliance, the relevant Borrower Entities have implemented alternative arrangements that the Department in its sole discretion
has confirmed are acceptable for the purposes of this paragraph (d)).

 Section 6.9. Intellectual
Property .

 (a) The
Borrower Entities, collectively, exclusively own or hold a valid and enforceable license, permit, certificate, franchise, or other authorization
or right to use all Project IP and have possession of or access to all material Intellectual Property Embodiments.

 (b) It
is not in material breach of or default under any Project IP Agreement in effect. To its Knowledge, there are no facts or
circumstances that would be reasonably expected (after the giving of notice, the lapse of time, or both) to give rise to any
revocation or termination of any Project IP Agreement, or any Borrower Entity’s rights or licenses to any Project IP
thereunder.

 (c) There
is no pending or, to its Knowledge, threatened Action (in writing) challenging the ownership, validity, enforceability, scope, or use
of, or otherwise relating to, any of the Project IP in any material respect.

 27

 (d) There
is no invention, assignment or other agreement granting any ownership rights in such Project IP to any Person that would limit any Borrower
Entity’s ability to use such Project IP in any material respect.

 Section 6.10. Litigation .
There is no pending or, to its Knowledge, threatened Action (in writing) that relates to:

 (a) the
legality, validity, or enforceability of any of the Transaction Documents or any transaction contemplated by any of the Transaction Documents;

 (b) any
Borrower Entity or any Project, that (excluding any Action contemplated under paragraph (a) above) either individually or in the aggregate,
has, or could reasonably be expected to have, a Material Adverse Effect.

 Section 6.11. Labor
Disputes . There are no strikes, slowdowns or work stoppages ongoing or threatened in writing by any of its employees or, to
its Knowledge, any Major Project Participant or any employees thereof that have caused or could reasonably be expected to cause a Material
Adverse Effect (or, if any Borrower Entity has Knowledge of any such strikes, slowdowns or work stoppages ongoing or threatened in writing
by any Major Project Participant or any employees thereof, the relevant Borrower Entities have implemented alternative arrangements that
the Department in its sole discretion has confirmed are acceptable for the purposes of this Section 6.11).

 Section 6.12. Taxes .
It has:

 (a) filed
all tax returns required by Applicable Laws to be filed by it and has paid: (i) all income Taxes that have become due pursuant to
such tax returns; and (ii) all other material Taxes and assessments payable by it that have become due (in each case of clauses (i)
and (ii) other than those Taxes that it is contesting in good faith and by appropriate proceedings, for which reserves have been established
to the extent required by the Applicable Accounting Requirements); and

 (b) not
been convicted of a criminal offense under the Internal Revenue Code.

 Section 6.13. Financial
Statements . Each Financial Statement of each Borrower Entity or of any other Person delivered to the Department pursuant to
Section 4.1.7 ( Financial Statements ) or ‎Annex F ( Reporting Covenants ), as applicable, is complete and correct, has
been prepared in accordance with the Applicable Accounting Requirements, and presents fairly, in all material respects, the financial
condition of such Person, as of the respective dates of the Financial Statements for the respective periods covered therein. Such Financial
Statements reflect all liabilities or obligations of such Person, and other information of any nature whatsoever for the period to which
such Financial Statements relate that are required to be disclosed in accordance with Applicable Accounting Requirements. With respect
to any such Person, since the date of delivery of such Financial Statements, or the respective date of such Financial Statements, whichever
is earlier, such Person has not incurred or assumed any liabilities or obligations that would be required to be disclosed in Financial
Statements in accordance with the Applicable Accounting Requirements which has not been disclosed to the Department in writing.

 28

 Section 6.14. Business;
Contracts; Other Transactions .

 (a) It
has not, directly or indirectly: (i) entered into any transaction or series of related transactions related to any Project with any Affiliate
at prices or on terms and conditions less favorable to it than as would reasonably be obtained on an arm’s-length basis from unrelated
third parties; (ii) except as permitted pursuant to ‎ Section 8.3(h) ( Affiliate Transactions )
or as set forth on Schedule D ( Affiliate Transactions ), entered into any transaction or series of related transactions related
to any Project with any Affiliate; and (iii) established any sole and exclusive purchasing or sales agency, or entered into any transaction,
whereby any Borrower Entity might pay more than the fair market value for products or services of others with respect to any Project.

 (b) No
Borrower Entity has any Subsidiary other than as expressly permitted in accordance with ‎ Section
8.7(g)(i) ( Subsidiaries; Partnerships ).

 Section 6.15. Disbursement
Milestone Schedule and Construction and Tool Installation Budget; Operating Forecasts .

 (a) The
Construction and Tool Installation Budget for each Project (once delivered pursuant to Section ‎5.1.5 ( Construction and Operating
Budgets )):

 (i) is
complete and based on reasonable assumptions,

 (ii) is
consistent with the provisions of the applicable Major Project Documents in all material respects;

 (iii) has
been prepared in good faith and with due care; and

 (iv) fairly
represents in all material respects the Borrower Entities’ expectation as to the matters covered thereby as of any date on which
this representation is made or deemed made.

 (b) With
respect to each Project, the Construction and Tool Installation Budget represents each Borrower Entity’s best estimate of Total
Project Costs anticipated to be incurred to achieve the Project Completion Date for such Project by no later than the Project Completion
Longstop Date for such Project. No Construction and Tool Installation Budget for any Project has been amended or changed in any material
respect other than to reflect changes resulting from Approved Project Changes for the relevant Project, in accordance with ‎Section
8.5(a) ( Approved Project Changes ).

 (c) Its
good faith estimate and belief is that, for each Project, the Project Completion Date will occur no later than the applicable Anticipated
Completion Date.

 Section 6.16. Adequate
Project Funding . The Total Funding Plan for each Project will be sufficient to pay all remaining Project Costs for such Project
and to achieve the Project Completion Date for such Project by no later than the final Milestone Completion Longstop Date set forth in
Schedule B ( Disbursement Milestone Schedule ) for such Project.

 Section 6.17. Environmental
Laws .

 (a) All
Required Approvals that are required to be obtained for any Project as of each date on which this representation is given relating to
(i) air emissions; (ii) discharges to surface water or ground water; (iii) noise emissions; (iv) the use, generation, storage,
transportation or disposal of Hazardous Substances; or (v) otherwise required under applicable Environmental Law have been obtained.

 (b) No
Borrower Entity has received written notice of, and is not aware of nor otherwise has Knowledge of, any facts or circumstances that could
reasonably be expected to result in, any complaint, order, directive, claim, citation or notice of violation arising under Environmental
Law by any Governmental Authority that is, or could reasonably be expected to become, material.

 29

 (c) There
is not, and since the date of the Applications, has not been, any condition, circumstance, action, activity or event with respect to any
Project, any Borrower Entity, or any Project Site that could reasonably form the basis of any material violation of any Environmental
Law or that could reasonably be expected to have a Material Adverse Effect.

 (d) Each
Borrower Entity is in compliance with all applicable Environmental Law in all material respects.

 (e) No
Borrower Entity nor, to the Knowledge of any Borrower Entity, any other Person, has used, generated, manufactured, produced, stored, or
Released, any Hazardous Substances at, on, under, or about any Project Site or any Facility, or transported any Hazardous Substances thereto
or therefrom, in a manner that could reasonably be expected to: (i) result in, or form the basis of, a material Environmental Claim; (ii)
cause any Project to be subject to any material restrictions arising under any Environmental Law; (iii) have a Material Adverse Effect;
or (iv) result in material harm to the environment, or worker health or safety.

 Section 6.18. Federal
Requirements .

 (a) Davis-Bacon
Act Requirements . Each representation and warranty set forth in ‎Section 2 ( Representations and Warranties ) of ‎Annex
E ( Davis-Bacon Act Requirements ) is true and correct.

 (b) Guardrail
Provisions .

 (i) It
is in compliance with all applicable Guardrail Provisions.

 (ii) Each
of the lists of existing facilities and ongoing Joint Research and Technology Licensing, each as attached as Appendix 1 to the Guardrail
Provisions in ‎Annex C ( Guardrail Provisions ) is true and correct, and such appendices memorialize all information required
to be set forth herein pursuant to ‎Section 1 ( Prohibition on Certain Expansion Transactions ) and ‎Section 2 ( Prohibition
on Certain Joint Research or Technology Licensing ) of the Guardrail Provisions.

 (iii) Each
Person that as of the date hereof is a member of the Borrower’s “affiliated group”, as such term is defined under 26
U.S.C. § 1504(a), without regard to 26 U.S.C. § 1504(b)(3), is set forth in ‎ Part 4 ( Members of the Affiliated
Group ) of Appendix 1 to the Guardrail Provisions.

 (iv) Each
Mitigation Agreement, if any, required pursuant to the Guardrail Provisions is in full force and effect, and no violation thereof has
occurred.

 (c) Inverted
Corporation Requirement . It is not a foreign incorporated entity which is treated as an inverted domestic corporation under Section
835(b) of the Homeland Security Act of 2002 (6 U.S.C. § 395(b)) or a Subsidiary of such an entity.

 Section 6.19. Investment
Company Act . The Borrower is not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act.

 30

 Section 6.20. Foreign
Entity of Concern; Prohibited Persons; Sanctions; Export Control Laws; Anti-Corruption; Anti-Money Laundering Laws .

 (a) It
is not a Foreign Entity of Concern.

 (b) It
nor any of its respective members, directors, or officers is a Prohibited Person, and to its Knowledge, none of its employees, agents,
or representatives acting in such capacities is a Prohibited Person.

 (c) To
its Knowledge, no event has occurred, and no condition exists, that is reasonably likely to result in any Borrower Entity becoming a Prohibited
Person.

 (d) There
are no Actions pending or, to its Knowledge, threatened, against or affecting any Borrower Entity or their respective members, directors,
officers, employees, agents or representatives acting in such capacities regarding any actual or alleged non-compliance with any Sanctions,
Export Control Laws, Anti-Money Laundering Laws, or Anti-Corruption Laws.

 (e) Each
Borrower Entity has adopted and implemented and maintains policies and procedures designed to promote and achieve compliance with all
applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws, and Anti-Corruption Laws.

 (f) It
and its respective members, directors, officers, and, to its Knowledge, employees, agents, and representatives thereof, acting in such
capacities are, and for the last five (5) years have been, in compliance with (i) all applicable Anti-Money Laundering Laws; and (ii)
all Sanctions and applicable Export Control Laws in all respects, except for any actual or potential violations that involve only unintentional
minor, technical infractions of an Export Control Law (including, for the avoidance of doubt, an Export Control Law which also constitutes
a Sanction), which either (A) were voluntarily self-disclosed to BIS within sixty (60) days of such Borrower Entity’s becoming aware
of the violation, and, promptly resulted in the issuance of a warning or no action letter by BIS; or (B) otherwise could not reasonably
be expected to give rise to an enforcement action, or the imposition of any fine or penalty by any Governmental Authority.

 (g) None
of the Collateral is owned, traded, or used, directly or, to its Knowledge, indirectly by a Prohibited Person.

 (h) It
and each of its respective Principal Persons, and, to its Knowledge, its employees, agents, and representatives acting in such capacities
have complied with all applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws, and Anti-Corruption Laws in obtaining any
consents, licenses, approvals, authorizations, rights, or privileges with respect to any Project and, otherwise, have conducted each Project
in compliance with all applicable Sanctions, Export Control Laws, Anti-Money Laundering Laws, and Anti-Corruption Laws.

 (i) None
of the Borrower Entities, their members, directors, officers, or, to the Knowledge of the Borrower Entities, employees, agents, or representatives
acting in such capacities, has made, offered or promised to make, provided or paid any unlawful contributions, entertainment or anything
of value to any local or foreign official (including employees of state-owned or controlled entities), foreign political party or party
official or any candidate for foreign political office:

 (i) in
order to influence any act or decision of any foreign official, foreign political party, party official, or candidate for foreign political
office in his or her official capacity, including a decision to fail to perform his or her official functions;

 (ii) to
secure an advantage; or

 (iii) with
the intent to induce the recipient to misuse his or her official position to direct business to the Borrower or any of its Affiliates
or to any other Person, in each case, in violation of any applicable Anti-Corruption Laws or any other Applicable Law.

 31

 Section 6.21. ERISA .

 (a) Except
as would not reasonably be expected to result in a Material Adverse Effect, each Employee Benefit Plan (if any) is in compliance in form
and operations with its terms and all provisions and requirements of the Internal Revenue Code, ERISA and other U.S. federal or state
laws, in each case applicable to each Employee Benefit Plan (if any), and it and each of its ERISA Affiliates has performed all of its
respective obligations under such Employee Benefit Plans.

 (b) No
ERISA Event has occurred or is reasonably expected to occur that has had or that would reasonably be expected to result in a Material
Adverse Effect.

 (c) Each
Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified or is in the process of being submitted to the Internal Revenue Service for approval or will be so submitted during
the applicable remedial amendment period, and, to its Knowledge, nothing has occurred since the date of such determination that would
advers…

EX-10.3 · SECURITIES ISSUANCE AGREEMENT, DATED JUNE 3, BY AND BETWEEN USA RARE EARTH, INC.

EX-10.3
 4
 ea029340201ex10-3.htm
 SECURITIES ISSUANCE AGREEMENT, DATED JUNE 3, BY AND BETWEEN USA RARE EARTH, INC. AND THE UNITED STATES DEPARTMENT OF COMMERCE

 Exhibit 10.3

 SECURITIES ISSUANCE
AGREEMENT

 THIS
SECURITIES ISSUANCE AGREEMENT (this “ Agreement ”), is made as of June 3, 2026, by and between USA Rare Earth, Inc.,
a Delaware corporation (the “ Company ”), and the United States Department of Commerce (the “ Department ”).

 WHEREAS ,
the Department and the Company and others are parties to that certain Direct Funding Agreement, Award ID No. AP-2026-0044, dated June
3, 2026 (the “ DFA ”), setting forth, among other things, certain terms and conditions pursuant to which the Department
agreed to issue to the Company an award (the “ Award ”) administered pursuant to the CHIPS Act;

 WHEREAS ,
the Department and the Company and others are parties to that certain Loan Guarantee Agreement, dated June 3, 2026 (as the same may be
amended, amended and restated, supplemented or otherwise modified from time to time, the “ LGA ”);

 WHEREAS ,
in order to induce the Department to enter into the DFA, the Company has agreed, subject to the terms and conditions set forth herein,
to issue to the Department such number of shares of Common Stock (as defined below) set forth in Item 1 of Exhibit A ;
and

 WHEREAS ,
in order to induce the Department to enter into the LGA, the Company has agreed, subject to the terms and conditions set forth herein,
to issue to the Department a warrant to purchase the number of shares of Common Stock set forth in Item 3 of Exhibit A .

 NOW,
THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and
the DFA, the parties agree as follows:

 1. Issuance
of Shares and the Warrant

 1.1 Issuance
of Shares . Subject to the terms and conditions of this Agreement, the Company agrees to issue to the Department, at the Closing (as
defined below) that number of shares of the common stock of the Company, $0.0001 par value per share (“ Common Stock ”)
set forth on Exhibit A . The shares of Common Stock issued to the Department pursuant to this Agreement shall be referred to
in this Agreement as the “ Shares .”

 1.2 Issuance
of the Warrant . The Company has agreed to issue to the Department, at the Closing, a warrant in the form attached hereto as Exhibit
C (the ” Warrant ”) granting the holder the right to purchase that number of shares of Common Stock set forth
in Item 3 of Exhibit A (subject to adjustment in accordance with the terms of the Warrant) issuable upon exercise thereof
(the “ Warrant Shares ”).

 1.3 Closing;
Delivery .

 (a) The
Closing . The issuance of the Shares and the Warrant shall take place remotely via the exchange of documents and signatures, on the
date of this Agreement at such time as is mutually agreed upon, orally or in writing, by the Company and the Department (the consummation
of such issuance being designated as the “ Closing ”).

 (b) Company
Closing Obligations . At the Closing, the Company shall:

 (i) issue
to the Department the Shares and deliver to the Department evidence reasonably satisfactory to the Department of the issuance of the Shares
in the name of Commerce in book entry form on the books of the Company’s transfer agent;

 (ii) issue
and deliver to the Department the Warrant duly executed by the Company in the form attached hereto as Exhibit C ; and

 (iii) deliver
to the Department a certificate from the Secretary of the Company addressed to the Department, certifying as to (A) the certificate of
incorporation and bylaws of the Company as in effect at the Closing; (B) good standing certificate of the Company, as of a recent date
prior to the Closing, (C) incumbency of the officers authorized to act on behalf of the Company in connection with the Transaction
Agreements; and (D) resolutions of the Board of Directors approving the Transaction Agreements and the transactions contemplated
under the Transaction Agreements.

 2. Defined
Terms Used in this Agreement . In addition to the terms defined above, the following terms used in this Agreement shall be construed
to have the meanings set forth or referenced below.

 (a) “ Automatic
Shelf Registration Statement ” means an “automatic shelf registration statement” as defined under Rule 405.

 (b) “ Board
of Directors ” means the Company’s Board of Directors.

 (c) “ CHIPS
Act ” means the Creating Helpful Incentives to Produce Semiconductors for America of the William M. (Mac) Thornberry National
Defense Authorization Act for Fiscal Year 2021 (Pub. L. 116-283), as amended by the CHIPS Act of 2022 (Division A of Pub. L. 117-167).

 (d) “ Control ”
(including, with correlative meanings, the terms “Controlled by” or “under common Control with”) shall mean the
possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the
ownership of voting securities, by contract or otherwise.

 (e) “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.

 (f) “ Governmental
Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

 (g) “ Officer ”
means the Chief Executive Officer, President, Chief Financial Officer, and any other individual who reports directly to the Board of Directors
or the Chief Executive Officer.

 (h) “ Person ”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 (i) “ Registrable
Securities ” means (i) the Shares and Warrant Shares (including any shares of Common Stock hereafter acquired pursuant to any
share holdback or similar arrangement), and (ii) any Common Stock or other securities actually issued in respect of the securities described
in clause (i) above or this clause (ii) upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation
or similar event; provided, however, that the securities described in clauses (i) and (ii) above shall only be treated as Registrable
Securities until the earliest of: (A) the date on which such security has been registered under the Securities Act and disposed of in
accordance with an effective registration statement relating thereto; (B) the date on which such security has been sold pursuant to Rule
144 and the security is no longer a Restricted Security; or (C) the date on which all Registrable Securities owned by the holder thereof
may be resold without any volume or manner of sale restrictions pursuant to Rule 144.

 2

 (j) “ Registration
Expenses ” means all expenses incurred by the Company in complying with Section 4.6 and Section 4.7 , including,
without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration.

 (k) “ Restricted
Securities ” means any share of Common Stock (including the Shares or Warrant Shares) required to bear any of the legends set
forth in Section 4.2 of this Agreement.

 (l) “ Rule
144 ” means Rule 144 promulgated under the Securities Act and any successor provision.

 (m) “ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 (n) “ Selling
Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered
by the holders of Registrable Securities.

 (o) “ Subsidiary ”
means any corporation, partnership, trust, joint venture, limited liability company, association, or other business entity of which a
majority of the equity interests having ordinary voting power for the election of directors or other governing body (other than securities
or interests having such power only by reason of the happening of a contingency) are at the time owned, or the management of which is
Controlled, directly, or indirectly through one or more intermediaries, by the Company.

 (p) “ Transaction
Agreements ” means this Agreement, the Warrant, the DFA, each other Financing Document (as defined in the DFA), and each other
agreement, certificate, instrument or document executed or delivered by any of the parties in connection with the transactions contemplated
hereby or thereby, whether at or prior to the date hereof or at or following the Closing.

 3. Representations
and Warranties of the Company . The Company hereby represents and warrants to the Department that, except as set forth on the Disclosure
Schedule attached as Exhibit B to this Agreement, which exceptions shall be deemed to be part of the representations and warranties
made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated. The
Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 3 ,
and the disclosures in any section of the Disclosure Schedule shall qualify other sections in this Section 3 only to the extent
it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections.

 3.1 Organization,
Good Standing, Corporate Power and Qualification . The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. The Company and each Subsidiary (a) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under this Agreement and the Warrant, including the issuance of the Shares pursuant hereto and the Warrant Shares
pursuant thereto, and (b) is duly qualified to transact business and is in good standing under the laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business requires such qualification; except, in each case referred
to in clauses (a)(i) or (b), to the extent that failure to do so could not reasonably be expected to be material to the Company.

 3.2 Capitalization .

 (a) The
authorized capital of the Company consists, immediately prior to the Closing, of:

 (i) 750,000,000
shares of Common Stock, 228,526,437 shares of which are issued and outstanding.

 3

 (ii) 50,000,000
shares of preferred stock, $0.0001 par value per share (the ” Preferred Stock ”), of which 15,000,000 shares have
been designated 12.0% Series A Cumulative Convertible Preferred Stock (“ Series A Preferred Stock ”), and of which
1,224,351 shares of Series A Preferred Stock are issued and outstanding. The rights, privileges and preferences of the Preferred Stock
are as stated in the certificate of incorporation of the Company and the certificate of designation of preferences, rights and limitations
with respect thereto that has been filed with the Secretary of State for the State of Delaware, and as provided by the Delaware General
Corporation Law (the “ DGCL ”).

 (iii) All
of the outstanding shares of capital stock have been duly authorized, are fully paid and non-assessable and were issued in compliance
with all applicable federal and state securities laws. No such shares of capital stock are subject to any preemptive rights (nor were
they issued in violation of any preemptive rights).

 (b) The
Company has reserved 13,000,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant
to its USA Rare Earth, Inc. 2024 Omnibus Incentive Plan duly adopted by the Board of Directors and approved by the Company stockholders
(the “ Stock Plan ”). Of such reserved shares of Common Stock, (i) zero shares have been issued pursuant to restricted
stock purchase agreements, (ii) 1,979,019 shares have been reserved for issuance pursuant to outstanding Company restricted stock
unit awards (including performance RSUs at maximum), (iii) zero options to purchase shares have been granted and are currently outstanding,
and (iv) 10,429,088 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to
the Stock Plan, all of which remain uncommitted and unallocated. The Company has furnished to the Department complete and accurate copies
of the Stock Plan and forms of agreements used thereunder.

 (c) Section
3.2(c) of the Disclosure Schedule sets forth all outstanding options, warrants, convertible securities, rights (including conversion
or preemptive rights, rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the
Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exercisable or exchangeable for shares of
Common Stock or Preferred Stock.

 (d) The
Common Stock has been registered pursuant to Section 12(b) of the Exchange Act and the shares of the Common Stock outstanding on the date
hereof are listed on a national securities exchange. The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on such national securities exchange, nor
has the Company received any written notification that the Securities and Exchange Commission (the “ SEC ”) or such exchange
is contemplating terminating such registration or listing. The Company is in compliance with applicable continued listing requirements
of such exchange in all material respects.

 (e) The
Company has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement or the Warrant
Shares contemplated by the Warrant.

 3.3 Subsidiaries .
 Section 3.3 of the Disclosure Schedule sets forth each Subsidiary and the percentage of the equity interests thereof owned,
directly or indirectly, by the Company. Other than the Subsidiaries set forth on Section 3.3 of the Disclosure Schedule, the Company
does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited
liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar
arrangement.

 3.4
 Authorization . All corporate action required to be taken by the Board of Directors and the Company’s stockholders in order
to authorize the Company to enter into the Transaction Agreements, and to issue the Shares and the Warrant at the Closing and the Warrant
Shares, has been taken. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction
Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and
the issuance and delivery of the Shares has been taken. The Transaction Agreements, when executed and delivered by the Company, shall
constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.

 4

 3.5 Valid
Issuance of Shares and the Warrant . The Shares, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions
on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed
by the Department. Subject to the filings described in Section 3.6 below, if any, the Shares will be issued in compliance with
all applicable federal and state securities laws. The Warrant Shares have been duly reserved for issuance, and upon issuance in accordance
with the terms of the certificate of incorporation of the Company, will be validly issued, fully paid and nonassessable and free of restrictions
on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens
or encumbrances created by or imposed by the Department. The Warrant Shares will be issued in compliance with all applicable federal and
state securities laws. The Warrant has been duly authorized, and when executed and delivered as contemplated hereby, will constitute a
valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally
and by general principles of equity. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant
and when so issued in accordance with the terms of the Warrant shall be duly authorized and validly issued.

 3.6 Governmental
Consents and Filings . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any Governmental Authority is required on the part of the Company in connection with the consummation of the transactions
contemplated under the Transaction Agreements, except for the filing of any current report on Form 8-K required to be filed with the SEC,
such filings or approvals as are required pursuant to applicable state securities or blue sky laws, which have been made or will be made
in a timely manner, such filings as required by Section 4.6 and Section 4.7 , and the filing of a listing of additional shares
notification form with the Nasdaq.

 3.7 Reports .

 (a) Since
January 1, 2025, the Company has timely filed all reports, registrations, documents, filings, statements and submissions, together with
any amendments thereto, that it was required to file with any Governmental Authority (the foregoing, collectively, the “ Company
Reports ”) and has paid all fees and assessments due and payable in connection therewith, except, in each case, as would not,
individually or in the aggregate, reasonably be expected to be material to the Company. As of their respective dates of filing, the Company
Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Authority.
In the case of each such Company Report filed with or furnished to the SEC, such Company Report (i) did not, as of its date or if amended
prior to the date hereof, as of the date of such amendment, contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading,
and (ii) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. With
respect to all other Company Reports, the Company Reports were complete and accurate in all material respects as of their respective dates.
No executive officer of the Company or any Subsidiary has failed in any respect to make the certifications required of him or her under
Section 302 or 906 of the Sarbanes-Oxley Act of 2002.

 (b) The
Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure
that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief
financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to
the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors (x) any significant deficiencies
and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the
Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial
information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal controls over financial reporting.

 5

 3.8 Offering
of Securities . Neither the Company nor any Person acting on its behalf has taken any action (including any offering of any securities
of the Company under circumstances which would require the integration of such offering with the offering of any of the Shares or the
Warrant (or the Warrant Shares) under the Securities Act, and the rules and regulations of the SEC promulgated thereunder), which might
subject the offering, issuance or sale of any of the Shares or the Warrant to the Department pursuant to this Agreement to the registration
requirements of the Securities Act.

 3.9 Brokers
and Finders . No broker, finder or investment bank is entitled to any financial advisory, brokerage, finder’s or other fee or
commission in connection with this Agreement or the issuance of the Shares and the Warrant (or the Warrant Shares) or the transactions
contemplated under the Transaction Agreements upon arrangements made by or on behalf of the Company or any of its Subsidiaries for which
the Department could have any liability.

 4. Additional
Agreements .

 4.1 Investment
Purposes . The Department acknowledges that neither the Shares nor the Warrant (nor the Warrant Shares) have been registered under
the Securities Act or under any state securities laws. The Department (a) is acquiring the Shares and the Warrant pursuant to an exemption
from registration under the Securities Act solely for investment without a view to sell and with no present intention to distribute them
to any Person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose
of any of the Shares and the Warrant (or the Warrant Shares), except in compliance with the registration requirements or exemption provisions
of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business
matters and in investments of this type that it is capable of evaluating the merits and risks of the Shares and the Warrant (or the Warrant
Shares) and of making an informed investment decision.

 4.2 Legends .
The Department agrees that all certificates or other instruments representing the Shares or the Warrant (or the Warrant Shares) will bear
a legend substantially to the following effect:

 “THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.”

 In the event that any
Shares or the Warrant (or the Warrant Shares) (i) become registered under the Securities Act or (ii) are eligible to be transferred
without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act (other than Rule 144A),
the Company, upon request of the Department, shall issue or cause to be recorded new certificates or book-entry notations representing
such Shares or the Warrant (or the Warrant Shares), which shall not contain the legend above; provided that the Department
surrenders to the Company the previously issued certificates or other instruments; and provided , further , a representation
that the Department is requesting such removal in connection with a sale.

 4.3 Certain
Transactions . The Company will not merge or consolidate with, or sell, transfer or lease all or substantially all of its property
or assets to, any other party unless the successor, transferee or lessee party (or its ultimate parent entity), as the case may be (if
not the Company), expressly assumes the due and punctual performance and observance of each and every covenant, agreement and condition
of this Agreement and the Warrant to be performed and observed by the Company.

 6

 4.4 Transfers .
Subject to compliance with applicable securities laws and the remainder of this Section 4.4 , the Department shall be permitted
to transfer, sell, assign or otherwise dispose of (“ Transfer ”) all or a portion of the Shares and the Warrant (or the
Warrant Shares), or any portion or combination thereof, at any time, and the Company shall take all reasonable steps as may be requested
by the Department to facilitate the Transfer of the Shares and Warrant (or the Warrant Shares), as applicable; provided that, notwithstanding
anything contained herein to the contrary, the Department (including any successor or assigns) shall not transfer the Shares and Warrant
(or the Warrant Shares), as applicable, for a period of one (1) year from the Closing (the end of such period, the “ Transfer
Start Date ”) without the Company’s express written consent. Any Transfer or attempted Transfer prior to the Transfer Start
Date shall be void ab initio .

 4.5 Information .
With a view to making available to the Department the benefits of certain rules and regulations of the SEC which may permit the sale of
the Shares, the Warrant and the Warrant Shares to the public without registration, following the Transfer Start Date, the Company agrees
to use its reasonable best efforts to: (a) make and keep adequate public information available, as those terms are understood and defined
in Rule 144(c) or any similar or analogous rule promulgated under the Securities Act, at all times after the date hereof; (b)(i) file
with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act,
and (ii) if at any time the Company is not required to file such reports, make available, upon the request of the Department, such
information necessary to permit sales pursuant to Rule 144A (including the information required by Rule 144A(d)(4) under the Securities
Act); (c) furnish to the Department or holder of Shares, the Warrant or Warrant Shares forthwith upon request: a written statement
by the Company as to its compliance with the reporting requirements of Rule 144(c)(1); a copy of the most recent annual or quarterly report
of the Company; and such other reports and documents as the Department or such holder may reasonably request in availing itself of any
rule or regulation of the SEC allowing it to sell any such securities to the public without registration ( provided , however ,
that the availability of the foregoing reports on the EDGAR filing system of the SEC will be deemed to satisfy the foregoing delivery
requirements); and (d) take such further action as the Department or such holder may reasonably request, all to the extent required
from time to time to enable the Department or such holder to sell Shares, Warrants or Warrant Shares without registration under the Securities
Act. If, after the Transfer Start Date, the Shares, the Warrant or Warrant Shares are eligible to be sold without restriction under, and
without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at
the Department’s request, no later than three (3) trading days following the delivery by the Department to the Company or the transfer
agent (with a copy to the Company) of certificates representing Registrable Securities with a restrictive legend, together with a written
request for removal of such legend, the Company will use reasonable best efforts to cause its transfer agent to remove the legend set
forth in Section 4.2 . In connection therewith, if required by the Company’s transfer agent, the Company will use reasonable
best efforts to cause an opinion of counsel to be delivered to its transfer agent, together with any other authorizations, certificates
and directions reasonably required by the transfer agent that authorize and direct the transfer agent to issue such Shares, Warrants or
Warrant Shares without any such legend. Notwithstanding the foregoing or anything to the contrary herein, the Company will not be required
to deliver, or cause the delivery of, any such opinion, authorization, certificate or direction if it reasonably believes that removal
of the legend could result in or facilitate transfers of securities in violation of applicable law.

 4.6 Shelf
Registration Rights . Subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts to file
by December 3, 2026 (the “ Filing Date ”), a registration statement (the ” Registration Statement ”)
with the SEC covering the sale or distribution of the Registrable Securities on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-1 or another appropriate form and
shall provide for the registration of such Registrable Securities for resale by the Department in accordance with any reasonable method
of distribution elected by the Department) and if the Company is a WKSI as of the filing date, the Resale Registration Statement shall
be an Automatic Shelf Registration Statement. To the extent that the Registration Statement has not theretofore been declared effective
or is not automatically effective upon such filing the Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the forty-fifth (45 th )
calendar day (or ninetieth (90 th ) calendar day if the SEC notifies the Company that it will “review” the Registration
Statement) following the Filing Date and (ii) the fifth (5 th ) Business Day after the date the Company is notified (orally or
in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject
to further review. The Company will use its commercially reasonable efforts to keep such registration continuously effective with respect
to the Registrable Securities held by the Department, and to keep the applicable Registration Statement in compliance with the Securities
Act, until such time as there are no Registrable Securities remaining. The Company shall not be required to effect a registration (including
a resale of Registrable Securities from an effective Registration Statement): (a) prior to the Filing Date, (b) with respect to securities
that are not Registrable Securities or (c) if the Company has notified the Department that in the good faith judgment of the Board of
Directors, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time,
in which event the Company shall have the right to defer such registration or offering for a period of not more than forty-five (45) days
after receipt of the request of the Department; provided , that such right to delay a registration or underwritten offering shall
be exercised by the Company (1) only if the Company has generally exercised (or is concurrently exercising) similar black-out rights against
holders of any similar securities that have registration rights and (2) not more than three times in any 12-month period and not more
than ninety (90) days in the aggregate in any 12-month period. All Registration Expenses incurred in connection with any registration,
qualification or compliance in this Agreement, including Section 4.7 , shall be borne by the Company. All Selling Expenses incurred
in connection with any registrations under this Agreement, including Section 4.7 , shall be borne by the holders of the securities
so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered.

 7

 4.7 Piggyback
Registration Rights . In connection with any registered offering of Common Stock covered by a Registration Statement (whether pursuant
to demand rights of other holders of Common Stock or at the initiative of the Company), the Department may exercise piggyback rights to
have included in such offering Registrable Securities held by it; provided that no such piggyback rights shall apply with respect
to a Registration Statement in connection with any employee stock option or other benefit plan, or an exchange offer or offering of securities
solely to the Company’s existing securityholders, pursuant to a Registration Statement on Form S-4 (or similar form that relates
to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), for an offering of debt that is convertible
into equity securities of the Company, or for a dividend reinvestment plan. If, in connection with a piggyback registration that involves
an underwritten offering, the lead managing underwriter(s) advise(s) the Company, in writing, that, in its or their opinion, the inclusion
of all the securities sought to be included in such piggyback registration by (x) the Company, (y) other persons who have sought
to have shares of Common Stock registered in such registration pursuant to rights granted by the Company to demand such registration (such
persons, being ” Other Demanding Sellers ”), and (z) the Department, as the case may be, would adversely affect
the probability of success, the proposed offering price, the timing or the distribution method thereof, then the Company shall include
in the Registration Statement applicable to such piggyback registration only such securities as the Company is so advised by such lead
managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (a) if the piggyback
registration relates to an offering for the Company’s own account, then (i) first, such number of shares of Common Stock (or
other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (ii) second,
a pro rata number of shares of Common Stock to consist of (x) Registrable Securities of the Department, and (y) shares of Common
Stock held by Other Demanding Sellers having rights of registration on parity with the Department with respect to such offering (in each
case, based on the number of shares of Common Stock properly requested to be included in such offering), and (iii) third, shares
of Common Stock sought to be registered by holders not otherwise encompassed by clause (ii) of this Section 4.7 ; or (b)
if the piggyback registration relates to an offering other than for the Company’s own account, then (i) first, such number
of shares of Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Sellers, (ii) second,
Registrable Securities of the Department, and (iii) third, shares of Common Stock to be sold by the Company. The Company (whether
on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the SEC in connection with such piggyback registration at any time prior to the effectiveness
of such Registration Statement.

 4.8 Voting
Restrictions for Governmental Entities . To the extent any Shares or Warrant Shares are issued to the Department pursuant to this Agreement
(collectively, “ Voting Equity Interests ”), the Department agrees that, for so long as the Department or any successor
or permitted assign thereof that is a U.S. governmental entity or instrumentality or department or agency thereof, or an entity in which
the U.S. government has a majority and controlling ownership interest (collectively, “ Governmental Entities ”), owns
any Voting Equity Interests, that such Governmental Entity shall not be entitled to vote any Voting Equity Interests at any annual or
special meeting of stockholders of the Company or execute or deliver any written consent in its capacity as a holder of the Voting Equity
Interests to the greatest extent possible consistent with applicable laws, except with respect to (a) any matter on which such Governmental
Entity is entitled to vote pursuant to applicable law (including by way of illustration Section 242(b)(2) of the Delaware General Corporation
Law) that would or would have the effect of increasing or decreasing the aggregate number of authorized shares of such class applicable
to the Voting Equity Interests, increasing or decreasing the par value of the shares of such class applicable to the Voting Equity Interests,
or altering or changing the powers, preferences, or special rights of the shares of such class applicable to the Voting Equity Interests
so as to affect them adversely, or (b) any merger, consolidation or similar business combination involving the Company. For the avoidance
of doubt, any transferee of such Voting Equity Interests that is not a Governmental Entity shall have the full right to vote, or act by
written consent with respect to, such equity interests. This Section 4.8 shall terminate and be of no further force and effect
at such time that no Governmental Entity owns any such equity.

 5. Miscellaneous .

 5.1 Survival
of Warranties . Unless otherwise set forth in this Agreement, the representations and warranties of the Company contained in or made
pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected
by any investigation or knowledge of the subject matter thereof made by or on behalf of the Department or the Company.

 8

 5.2 Successors
and Assigns . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. Neither this Agreement, nor any right, remedy, obligation nor liability arising hereunder
or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign
any right, remedy, obligation or liability hereunder without such consent shall be void, except an assignment, in the case of a merger,
consolidation, statutory share exchange or similar transaction that requires approval of the Company’s stockholders (a “ Business
Combination ”), where the Company is not the surviving entity, or a sale of substantially all the Company’s assets, to
the entity which is the survivor of such Business Combination or the purchaser in such sale.

 5.3 Governing
Law; Waiver of Jury Trial . This Agreement will be governed by and construed in accordance with the federal law of the United States
if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within such State. Each of the Company and the Department agrees to submit to the non-exclusive general
jurisdiction and venue of (i) the courts of the United States in or for the District of Columbia, (ii) the courts of the United States
in and for the Southern District of New York, (iii) any other federal court of competent jurisdiction in any other jurisdiction where
the Company or any of its property may be found, and (iv) appellate courts from any of the foregoing, in each case for any civil action,
suit or proceeding arising out of or relating to this Agreement or the transactions contemplated under the Transaction Agreements.

 Waiver
of Jury Trial : EACH OF THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES
ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE SECURITIES OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF THE RECIPIENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER
TRANSACTION AGREEMENTS. EACH OF THE PARTIES REPRESENTS THAT IT HAS DISCUSSED THIS WAIVER OF RIGHT TO JURY WITH ITS COUNSEL, UNDERSTANDS
THE RAMIFICATIONS OF SUCH WAIVER, AND KNOWINGLY AND VOLUNTARILY AGREES TO THIS WAIVER.

 5.4 Counterparts .
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 5.5 Titles
and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise
provided, refer to sections and paragraphs of this Agreement and exhibits and schedules attached to this Agreement, all of which exhibits
and schedules are incorporated in this Agreement by reference.

 5.6 Notices.

 (a) General .
All notices and other communications given or made pursuant to this Agreement shall be in writing (including electronic mail as permitted
in this Agreement) and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to
be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties
at their address as set forth on the signature page or Item 4 or Item 5 Exhibit A , respectively, or to such e-mail address
or address as subsequently modified by written notice given in accordance with this Section 5.6 . If notice is given to the
Company, a copy (which copy shall not constitute notice) shall also be sent to Latham & Watkins, LLP, 10250 Constellation Blvd., Suite
1100, Los Angeles, California 90067, Attention: Steven B. Stokdyk; David A. Zaheer, emails: steven.stokdyk@lw.com; David.zaheer@lw.com.

 9

 (b) Consent
to Electronic Notice . The Department consents to the delivery of any stockholder notice pursuant to the DGCL, as amended or superseded
from time to time, by electronic mail pursuant to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below
the Department’s name on the signature page or Item 4 of Exhibit A , as updated from time to time by notice to the Company.
To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall
be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be
ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address,
and that failure to do so shall not affect the foregoing.

 5.7 Amendments
and Waivers . Except as otherwise specifically set forth in this Agreement, any term of this Agreement may be amended, terminated or
waived only with the written consent of the Company and the Department. Any amendment or waiver effected in accordance with this Section 5.7
shall be binding upon the Department and each transferee of the Shares or the Warrant (or the Warrant Shares), each future holder of all
such securities, and the Company.

 5.8 Severability .
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

 5.9 Delays
or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting
party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must
be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement
or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 5.10 Entire
Agreement . This Agreement (including the Exhibits hereto), and the other Transaction Agreements constitute the full and entire understanding
and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject
matter hereof existing between the parties are expressly canceled.

 5.11 No
Commitment for Additional Financing . The Company acknowledges and agrees that the Department has not made any representation, undertaking,
commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than as set
forth in the Transaction Agreements and subject to the conditions set forth therein. In addition, the Company acknowledges and agrees
that (i) no statements, whether written or oral, made by the Department or its representatives on or prior to the date of this Agreement
shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the
Company shall not rely on any such statement by the Department or its representatives, and (iii) an obligation, commitment or agreement
to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Department
and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing
to be a binding obligation or agreement. The Department shall have the right, in its sole and absolute discretion, to refuse or decline
to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company
in obtaining any financing, investment or other assistance.

 5.12 Waiver
of Conflicts . Each party to this Agreement acknowledges that Latham & Watkins, LLP, counsel for the Company, may have in the past
performed, and may continue to or in the future perform, legal services for the Department in matters that are similar, but not substantially
related, to the transactions contemplated under the Transaction Agreements, including the representation of the Department in venture
capital financings and other matters. Accordingly, each party to this Agreement hereby acknowledges that (a) they have had an opportunity
to ask for information relevant to this disclosure, and (b) Latham & Watkins, LLP represents only the Company with respect to the
Agreement and the transactions contemplated under the Transaction Agreements. The Company gives its informed consent to Latham & Watkins,
LLP’s existing and/or future representation of the Department in matters not substantially related to this Agreement, and the Department
gives its informed consent to Latham & Watkins, LLP’s representation of the Company in connection with this Agreement and the
transactions contemplated under the Transaction Agreements.

 5.13 Construction .
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein”, “hereto”,
“hereof” and words of similar import refer to this Agreement as a whole, including the Schedules, and not to any particular
section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (ii) words importing the singular shall also
include the plural, and vice versa; (iii) the words “include”, “includes” or “including” shall
be deemed to be followed by the words “without limitation”; (iv) references to “$” shall be references to
United States dollars; (v) the word “or” is disjunctive but not necessarily exclusive; (vi) the words “writing”,
“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)
in a visible form; (vii) the word “day” means calendar day unless business day is expressly specified; (viii) the word
“extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase
shall not mean simply “if”; (ix) all references to Sections or Schedules are to Sections and Schedules of this Agreement;
and (x) all references to any law will be to such law as amended, supplemented or otherwise modified from time to time. If any action
under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done
or taken not on such day but on the first succeeding Business Day thereafter. Documents, materials and information are deemed to have
been “made available” or “furnished” to the Department, if such documents, materials or information were, at least
one (1) Business Day prior to the date hereof, (a) available for review by such Person, its affiliates and its representatives through
the electronic data room in connection with the transactions contemplated under the Transaction Agreements, or (b) otherwise provided
in writing (including by electronic mail) by or on behalf of the Company to such Person or any of its affiliates or representatives (it
being understood that information conveyed solely orally, including by telephone or in-person presentation, shall not be deemed “made
available” or “furnished”).

 [Signature Page Follows]

 10

 IN
WITNESS WHEREOF, the parties have executed this Securities Issuance Agreement as of the date first written above.

 COMPANY:
 USA Rare Earth, Inc.

 By:
 /s/ W. Robert Steele, Jr.

 Name:
 W. Robert Steele, Jr

 Title:
 Chief Financial Officer

 Address:
 USA Rare Earth, Inc.

 100 W. Airport Road Stillwater, OK 74075

 Email:
 [***]

 DEPARTMENT:
 UNITED STATES DEPARTMENT OF COMMERCE

 By:
 /s/ Bill Frauenhofer

 Name:
 Bill Frauenhofer

 Title:
 Executive Director, Semiconductor Innovation and Investment

 [Signature Page To Securities Issuance Agreement]

 Exhibit A

 ISSUANCE DETAILS

 SHARES

 Item 1

 Name and Address of Investor
 Total Shares

 UNITED STATES DEPARTMENT OF COMMERCE
 16,132,790

 WARRANTS

 Item 2

 Name: USA Rare Earth, Inc.

 Organizational form: Corporation

 Jurisdiction of organization: Delaware

 Item 3

 Issue Date: June 3, 2026

 Exercise Price:	$17.17

 Number of Common Shares
Issuable on Exercise: 17,600,584

 NOTICE

 Item 4

 UNITED STATES DEPARTMENT OF
COMMERCE

 Herbert C. Hoover Building

 1401 Constitution Avenue NW

 Washington, DC 20230

 Email: [***]

 Attention: [***]

 Item 5

 USA Rare Earth, Inc.

 100 West Airport Road

 Stillwater, OK 74075

 Attention: [***]

 EXHIBIT C

 FORM OF WARRANT

 [See attached.]

 [FORM OF WARRANT TO PURCHASE Common
SHARES]

 THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

 WARRANT

to purchase Common Shares

 of USA Rare Earth, Inc.

 Issuance Date: [___]

 1. Definitions .
Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

 “ Affiliate ”
means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other
person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlled
by ” and “ under common control with ”) when used with respect to any person, means the possession, directly
or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting
securities by contract or otherwise.

 “ Acquiror ”
means, with respect to any Business Combination involving the Company, the Person acquiring control of the Company or substantially all
of its assets in such Business Combination, or the ultimate parent entity of such Person.

 “ Appraisal Procedure ”
means a procedure whereby two independent appraisers, one chosen by the Company and one by the Warrantholder, shall mutually agree upon
the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within ten (10)
Business Days after the Appraisal Procedure is invoked. If within thirty (30) days after appointment of the two (2) appraisers they are
unable to agree upon the amount in question, a third independent appraiser shall be chosen within ten (10) Business Days thereafter by
the mutual consent of such first two appraisers. The decision of the third appraiser so appointed and chosen shall be given within thirty
(30) days after the selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is
disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle determination,
then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall
be binding and conclusive upon the Company and the Warrantholder; otherwise, the average of all three determinations shall be binding
upon the Company and the Warrantholder absent fraud or manifest error. The costs of conducting any Appraisal Procedure shall be borne
by the Company.

 C- 1

 “ Business Combination ”
means a merger, consolidation, statutory share exchange, sale of all or substantially all of the Company’s assets or similar transaction,
in each case which is effected in such a way that the holders of Common Shares are entitled to receive cash, stock, securities or other
assets or property (whether directly, in exchange for or with respect to their Common Shares, or indirectly, through a distribution, dividend
or liquidation of the proceeds of such transaction).

 “ Business Day ”
means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required
by law or other governmental actions to close; provided that banks shall be deemed to be generally open for business
in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any governmental
entity if such banks’ electronic funds transfer system (including wire transfers) are open for use by customers on such day.

 “ Certificate of Incorporation ”
means the certificate of incorporation of the Company issued by the Secretary of State of the State of Delaware, including any certificate
of incorporation on change of name.

 “ Commission ”
means the U.S. Securities and Exchange Commission.

 “ Common Shares ”
means the shares of common stock of the Company, par value $0.0001, subject to adjustment as provided in Section 12 .

 “ Company ”
means USA Rare Earth, Inc., a Delaware corporation.

 “ Deemed Liquidation
Event ” means (i) any Business Combination, or (ii) a liquidation, dissolution or winding up of the Company.

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

 “ Exercise Date ”
means each date a Notice of Exercise is delivered to the Company in accordance with Section 3 hereof.

 “ Exercise Price ”
means the amount set forth in Item 2 of Schedule I hereto, subject to adjustment as contemplated herein.

 “ Expiration Date ”
has the meaning ascribed thereto in Section 3(i).

 “ Fair Market Value ”
means, with respect to any security or other property, the fair market value of such security or other property, as of any time of determination,
determined as follows: (a) for the Warrant Shares, if the Warrant Shares are traded on a Trading Market and the determination is
not made in connection with a Deemed Liquidation Event, the “Fair Market Value” shall be the VWAP for the Warrant Shares calculated
as of the determination date, or (b) to the extent clause (a) does not apply, the “Fair Market Value” shall
be: (i) with respect to cash consideration or distributions payable to holders of Common Shares in connection with a Deemed Liquidation
Event, the Fair Market Value of a Warrant Share shall be the per-share amount of such cash consideration payable or distributable in respect
of each Common Share in such Deemed Liquidation Event, or (ii) with respect to any non-cash consideration (including stock, securities
or other assets or property) payable or distributable to holders of Common Shares in connection with a Deemed Liquidation Event, or with
respect to any other security or other property for which a determination of Fair Market Value is required hereunder, either (A) as
determined by mutual consent of the Warrantholder and the Company, or (B) the fair market value of such security or other property
as determined by the board of directors of the Company, acting in good faith in reliance on an opinion of a nationally recognized independent
investment banking firm retained by the Company for this purpose; provided that the Warrantholder may object in writing to any
such calculation of fair market value proposed by the board of directors within ten (10) Business Days of receipt of written notice thereof.
If the Warrantholder and the Company are unable to agree on such fair market value calculation during the ten (10) Business Day period
following the delivery of the Warrantholder’s objection, the Appraisal Procedure may be invoked by either party to determine Fair
Market Value by delivering written notification thereof not later than the thirtieth (30 th ) day after delivery of the Warrantholder’s
objection.

 C- 2

 “ Governance Documents ”
means, with respect to any Person, all organizational documents and other documents relating to the governance, management or control
of such Person (including any certificate of formation, certificate of incorporation, certificate of partnership, bylaws, charters, operating
agreements, partnership agreements, side letters, limited liability company agreements, shareholder agreements, and all other governance
documents).

 “ Issuance Agreement ”
means that certain Securities Issuance Agreement, dated as of the Issuance Date by and between the Warrantholder and the Company.

 “ Issuance Date ”
means the date first set forth above.

 “ Notice of Exercise ”
means a notice of exercise delivered by or on behalf of the Warrantholder in the form set forth in Schedule II hereto.

 “ OTC Bulletin Board ”
means the National Association of Securities Dealers, Inc. OTC Bulletin Board.

 “ Person ”
has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

 “ Preferred Shares ”
means the shares of preferred stock of the Company, par value $0.0001.

 “ Pro Rata Repurchase ”
means any purchase of Common Shares by the Company or any Affiliate thereof pursuant to (a) any tender offer or exchange offer subject
to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (b) any other offer available to substantially
all holders of Common Shares, in the case of both (a) or (b), whether for cash, Common Shares of the Company, other securities of the
Company, evidences of indebtedness of the Company or any other Person or any other property (including shares of common stock, other securities
or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective
Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender
or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender
or exchange offer.

 C- 3

 “ Securities Act ”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

 “ trading day ”
means (a) if Common Shares are not traded on any national or regional securities exchange or association or over-the-counter market, a
Business Day or (b) if Common Shares are traded on any national or regional securities exchange or association or over-the-counter market,
a Business Day on which such relevant exchange or quotation system is scheduled to be open for business and on which the Common Shares
(i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market for any period
or periods aggregating one half hour or longer; and (ii) have traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the trading of Common Shares.

 “ Trading Market ”
means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or
any successors to any of the foregoing).

 “ VWAP ”
means as of any day of determination, the volume weighted average sale price for the Warrant Shares for the ten (10) consecutive trading
day period ending on and including the trading day immediately preceding such date on the Trading Market for the Warrant Shares reported
by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to
the Warrantholder and the Company or, if the volume weighted average sale price has not been reported for such trading day, then the last
closing trade price of the Warrant Shares, or, if no last closing trade price is reported, the average of the bid prices of any market
makers for the Warrant Shares that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or on
the OTC Bulletin Board (or any successor) or in the “pink sheets” (or any successor) by the OTC Markets Group, Inc.

 “ Warrant ”
means this Warrant, issued pursuant to the Issuance Agreement.

 “ Warrantholder ”
has the meaning set forth in Section 2 .

 “ Warrant Shares ”
has the meaning set forth in Section 2 .

 2. Warrant
Shares . This certifies that, for value received, the United States Department of Commerce or its permitted assigns (the “ Warrantholder ”)
is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, up
to an aggregate of the number of fully paid and non-assessable Common Shares set forth in Item 3 of Schedule I hereto.
The number of Common Shares (“ Warrant Shares ”) issuable upon exercise of this Warrant and the Exercise Price are subject
to further adjustment as provided herein, and all references to “Common Shares,” “Warrant Shares,” and “Exercise
Price” herein shall be deemed to include any such adjustment or series of adjustments.

 C- 4

 3. Method
of Exercise; Settlement .

 (a) This
Warrant is exercisable, in whole or in part, by the Warrantholder with respect to Warrant Shares, at any time or from time to time after
the first anniversary of the Issuance Date, by the surrender of this Warrant and delivery of a Notice of Exercise that is duly completed
and executed by or on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in
 Item 4 of Schedule I hereto (or such other office or agency of the Company in the United States as it may designate
by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company) and accompanied by
payment of the Exercise Price, at the Warrantholder’s election, (i) by wire transfer of immediately available funds, (ii) by
reduction of the number of Warrant Shares to be issued to the Warrantholder pursuant to Section 3(b) , or (iii) by any combination
of the foregoing.

 (b) In
lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer of immediately available funds, at the election
of the Warrantholder, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Warrantholder shall be entitled to receive the number of Warrant Shares as follows (a “ Net Settlement ”):

 Where X = the number of Warrant Shares to be issued to the Warrantholder

 Y = the number of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being
exercised, that portion of this Warrant being exercised (at the date of such calculation)

 A = the Fair Market Value of one Warrant Share (as of the date of such calculation)

 B = Exercise Price (in effect as of the date of such calculation)

 (c) Upon
exercise of this Warrant and against payment of the Exercise Price (including by way of Net Settlement), the Company shall issue the number
of Warrant Shares as to which the Warrant has been exercised as indicated in the Notice of Exercise in such name or names as the exercising
Warrantholder may designate. The Company hereby represents and warrants that any Warrant Shares issued upon the exercise of this Warrant
will be duly and validly authorized and issued and free from all taxes, liens and charges (other than liens or charges created by the
Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer
occurring contemporaneously therewith).

 (d) The
Company agrees that the Warrant Shares when issued will be deemed to have been issued to the Warrantholder as of the close of business
on the date on which this Warrant and payment of the Exercise Price are delivered to the Company (including by way of Net Settlement)
in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates
representing such Warrant Shares may not be actually delivered on such date. The Company will at all times reserve and keep available,
out of its authorized but unissued Common Shares, solely for the purpose of providing for the exercise of this Warrant, the aggregate
number of Warrant Shares then issuable upon exercise of this Warrant at any time. The Company will take all such commercially reasonable
actions as may be necessary to ensure that the Warrant Shares may be issued without violation of any applicable law or regulation or of
any requirement of any Trading Markets on which the Warrant Shares are then listed or traded.

 C- 5

 (e) In
lieu of any fractional Common Shares to which the Warrantholder would otherwise be entitled, the Company may elect to make a cash payment
equal to the Fair Market Value of a Common Share determined as of the Exercise Date multiplied by such fraction of a Common Share, less
the pro-rated Exercise Price for such fractional Common Share.

 (f) Common
Shares to be issued upon the exercise of any portion of this Warrant shall be (x) issued in such name or names as the Warrantholder may
designate and (y) delivered by the Company or the Company’s transfer agent to such Warrantholder or its designee or designees
(i) if the shares are then able to be so delivered, via book-entry transfer crediting the account of such Warrantholder (or the relevant
agent member for the benefit of such Warrantholder) through the depositary’s DWAC system (if the Company’s transfer agent
participates in such system), or (ii) otherwise in certificated form by physical delivery to the address specified by the Warrantholder
in the Notice of Exercise, within a reasonable time, not to exceed three Business Days after the date on which this Warrant has been duly
exercised in accordance with its terms.

 (g) Notwithstanding
the foregoing, if an exercise of any portion of this Warrant is to be made in connection with a sale of all or substantially all of the
Company’s assets to another Person, a consolidation or merger of the Company with or into another Person, an initial public offering
or a sale of the Company, or other similar transaction, such exercise may at the election of the Warrantholder be conditioned upon the
consummation of such transaction, in which case the Exercise Date will be the date of such consummation and such exercise will not be
deemed to be effective until immediately prior to such consummation on the Exercise Date.

 (h) If
the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within
a reasonable time after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant, and in any
event not exceeding three (3) Business Days after the date thereof, a new warrant in substantially identical form for the purchase of
that number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant
Shares as to which this Warrant is so exercised.

 (i) If
the Warrantholder does not exercise this Warrant in its entirety prior to the tenth (10th) anniversary of the Issuance Date (such date,
the “ Expiration Date ”), this Warrant shall be deemed to have been exercised by the Warrantholder by Net Settlement
effective immediately prior to the Expiration Date.

 C- 6

 4. Redemption
Right .

 (a) Subject
to the terms and conditions of this Warrant, the Warrantholder shall have the right (the “ Redemption Right ”), but not
the obligation, at any time concurrently with or following the occurrence of any Business Combination to cause the Acquiror to purchase
all or a portion of this Warrant for an amount equal to the amount Warrantholder would receive in respect of the Warrant Shares
 as of the date of the Redemption Exercise Notice if the Company sold all of its assets at
Fair Market Value, paid its obligations and liabilities and distributed the net proceeds to the equityholders of the Company as specified
in the Company’s Certificate of Incorporation (the “ Redemption Price ”).

 (b) The
 Company shall cause the Acquiror to
give the Warrantholder written notice of any Business Combination at least
thirty (30) days prior to consummation thereof . If the
Warrantholder desires to sell all or any portion of the Warrant pursuant to Section 4(a) ,
 the Warrantholder shall deliver
to the Company (for further distribution from the Company to the Acquiror) a written notice (the “ Redemption Exercise Notice ”)
exercising the Redemption Right and specifying the portion of the Warrant to be sold (the “ Redemption Shares ”) by the
Warrantholder .

 (c) The
closing of the purchase and sale for all or any portion of the Warrant pursuant to this Section 4 shall take place immediately
prior to the consummation of the Business Combination giving rise to the Redemption Right. The Company shall
cause the Acquiror to give the Warrantholder at
least ten (10) days’ written notice of the date of closing (the “ Redemption Closing Date ”).

 (d) The
 Company shall cause the Acquiror to pay the Redemption Price for the portion
of the Warrant to be sold by the Warrantholder by wire transfer of immediately available funds on the Redemption Closing Date .
 At the closing of any redemption pursuant to this Section 4 , the
Warrantholder shall surrender to the Acquiror the portion of the Warrant to be sold,
against receipt of the Redemption Price.

 (e) The
 Company and the
Warrantholder shall each (and the Company shall cause the Acquiror to) take all actions as may be reasonably necessary to consummate
the redemption contemplated by this Section 4 , including entering into agreements and delivering certificates and instruments
and consents as may be deemed necessary or appropriate.

 5. Exchange
Right . In connection with any Business Combination prior to the Expiration Date, the Warrantholder shall have the right, but
not the obligation, at its option, to require as a condition precedent to the related transaction, that the Company cause the Acquiror
or its ultimate parent entity to expressly assume, by written instrument delivered to, and reasonably satisfactory to, the Warrantholder,
the due and punctual performance and observance of each and every covenant, agreement and condition of this Warrant otherwise to be performed
and observed by the Company. In such case, the Warrant will be exchangeable, upon the surrender by the Warrantholder, for a new warrant
or warrants of like tenor in form and substance reasonably satisfactory to the Warrantholder representing the right to purchase equity
securities of such Acquiror or its ultimate parent entity on equivalent terms.

 C- 7

 6. No
Rights as Stockholder; Transfer Books . This Warrant does not entitle the Warrantholder to any voting rights or other rights
as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer
of this Warrant in any manner that interferes with the timely exercise of this Warrant.

 7. Charges,
Taxes and Expenses . Issuance of certificates for Warrant Shares to the Warrantholder upon the exercise of this Warrant shall
be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company; provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate, or any certificates
or other securities in a name other than that of the registered holder of the Warrant surrendered upon exercise of the Warrant.

 8. Transfer/Assignment .
This Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof
in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as
this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency
of the Company described in Section 3 . All expenses (other than transfer taxes) and other charges payable in connection with
the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

 9. Exchange
and Registry of Warrant . The Company shall maintain a registry showing the name and address of the Warrantholder as the registered
holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at the office of the Company,
and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

 10. Loss,
Theft, Destruction or Mutilation of Warrant . Upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity
or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor representing
the right to purchase the same aggregate number of Warrant Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.

 11. Saturdays,
Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that
is a Business Day.

 C- 8

 12. Adjustments
and Other Rights . The Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrant shall be subject
to adjustment from time to time as follows; provided , that if more than one subsection of this Section 12 is applicable
to a single event, the subsection shall be applied that produces the least adjustment and no single event shall cause an adjustment under
more than one subsection of this Section 12 so as to result in duplication:

 (a) Share
Splits, Subdivisions, Reclassifications or Combinations . If the Company shall (i) declare and pay a dividend or make a distribution
on its Common Shares in Common Shares or securities entitling any person or entity to acquire Common Shares, (ii) subdivide or reclassify
the outstanding Common Shares into a greater number of Common Shares, or (iii) combine or reclassify the outstanding Common Shares into
a smaller number of Common Shares, the number of Warrant Shares issuable upon exercise of this Warrant at the time of the record date
for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately
adjusted so that the Warrantholder after such date shall be entitled to acquire the number of Common Shares which such holder would have
owned or been entitled to receive in respect of the Common Shares subject to this Warrant after such date had this Warrant been exercised
immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (A) the
product of (x) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment and (y) the Exercise Price
in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination
or reclassification giving rise to this adjustment by (B) the new number of Warrant Shares issuable upon exercise of the Warrant determined
pursuant to the immediately preceding sentence.

 (b) Distributions .
In case the Company shall make a distribution to all holders of Common Shares of cash, securities, evidences of indebtedness, assets,
rights or warrants (excluding dividends of its Common Shares and other dividends or distributions referred to in Section 12(a) ),
in each such case, the Warrantholder shall be entitled to receive its pro rata share of such cash, securities, evidences of indebtedness,
assets, rights or warrants so distributed, as if the Warrant had been exercised in full by Net Settlement immediately prior to such distribution.

 (c) Deemed
Liquidation Events . Subject to the other provisions of this Agreement, in case of any Deemed Liquidation Event or reclassification
of Common Shares (other than a reclassification of Common Shares referred to in Section 12(a) ), the Warrantholder’s
right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the
cash, stock, securities or other assets or property which the Common Shares issuable (at the time of such Deemed Liquidation Event or
reclassification) upon exercise of this Warrant immediately prior to such Deemed Liquidation Event or reclassification would have been
entitled to receive upon consummation of such Deemed Liquidation Event or reclassification; and in any such case, if necessary, the provisions
set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be
applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of
stock or other securities or property pursuant to this paragraph. In determining the kind and amount of cash, stock, securities or other
assets or property receivable upon exercise of this Warrant following the consummation of such Deemed Liquidation Event or reclassification,
if the holders of Common Shares have the right to elect the kind or amount of consideration receivable upon consummation of such Deemed
Liquidation Event or reclassification, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall
be deemed to be the types and amounts of consideration received by the majority of all holders of Common Shares that affirmatively make
an election (or of all such holders if none make an election).

 C- 9

 (d) Rounding
of Calculations; Minimum Adjustments . All calculations under this Section 12 shall be made to the nearest one-tenth (1/10th)
of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 12 to the contrary
notwithstanding, no adjustment in the Exercise Price or the number of Warrant Shares shall be made if the amount of such adjustment would
be less than $0.01 or one-tenth (1/10th) of a Common Share, but any such amount shall be carried forward and an adjustment with respect
thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount
or amounts so carried forward, shall aggregate $0.01 or 1/10th of a Common Share, or more.

 (e) Timing
of Issuance of Additional Common Shares Upon Certain Adjustments . In any case in which the provisions of this Section 12 shall
require that an adjustment shall become effective immediately after a record date for an event, (i) if the Warrantholder has exercised
this Warrant after such record date but before the occurrence of such event, the Company may defer, until the occurrence of such event,
the issuance of any additional Common Shares issuable upon such exercise by reason of the adjustment required by such event over and above
the Common Shares issuable upon such exercise before giving effect to such adjustment and (ii) the Company may defer until the occurrence
of such event paying to such Warrantholder any amount of cash in lieu of a fractional Common Share; provided , however , that
the Company, upon request of the Warrantholder, shall deliver to such Warrantholder evidence reasonably satisfactory to such Warrantholder
of the right to receive such additional shares and cash upon the occurrence of the event requiring such adjustment.

 (f) Other
Events . If any event occurs as to which the provisions of this Section 12 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Company, fairly and adequately protect the purchase rights of this Warrant in
accordance with the essential intent and principles of such provisions, then the Company shall make such adjustments in the application
of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion
of the Company, to protect such purchase rights as aforesaid. The Exercise Price or the number of Warrant Shares shall not be adjusted
in the event of a change in the par value of the Common Shares or a change in the jurisdiction of incorporation of the Company.

 (g) Statement
Regarding Adjustments . Whenever the Exercise Price or the number of Warrant Shares shall be adjusted as provided in Section 12 ,
the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such
adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares after such adjustment, and the Company shall
also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in
the Company’s records.

 C- 10

 (h) Notice
of Adjustment Event . In the event that the Company shall propose to take any action of the type described in this Section 12
(but only if the action of the type described in this Section 12 would result in an adjustment in the Exercise Price or the number
of Warrant Shares or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall
give notice to the Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate
date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary
to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable
upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at
least ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least fifteen (15) days
prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of any such action.

 (i) Proceedings
Prior to Any Action Requiring Adjustment . As a condition precedent to the taking of any action which would require an adjustment pursuant
to this Section 12 , the Company shall take any action which may be necessary, including obtaining regulatory, applicable national
securities exchange or corporate approvals or exemptions, as applicable, in order that the Company may thereafter validly and legally
issue all Common Shares that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 12 .

 (j) Adjustment
Rules . Any adjustments pursuant to this Section 12 shall be made successively whenever an event referred to herein shall occur.
If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Shares, then
such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Shares.

 13. No
Inconsistent Agreements; No Impairment . The Company shall not enter into any agreement with respect to its securities which
conflicts with the rights granted to the Warrantholder in this Warrant or the provisions hereof. The Company shall not, by amendment of
its Governance Documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of
all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

 14. Governing
Law . This Warrant will be governed by and construed in accordance with the federal law of the United States if and to
the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and
to be performed entirely within such State. Each of the Company and the Warrantholder agrees (a) to submit to the non-exclusive general
jurisdiction and venue of (i) the courts of the United States in or for the District of Columbia, (ii) the courts of the United States
in and for the Southern District of New York, (iii) any other federal court of competent jurisdiction in any other jurisdiction where
the Company or any of its property may be found, and (iv) appellate courts from any of the foregoing, in each case for any civil action,
suit or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and (b) that notice may be served
upon the Company in accordance with Section 18 below and upon the Warrantholder at the address for the Warrantholder set forth
in the registry maintained by the Company pursuant to Section 9 hereof; provided that nothing herein shall affect the right
of the Warrantholder to effect service of process in any other manner permitted by law. To the extent permitted by applicable law, each
of the Company and the Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to the
Warrant or the transactions contemplated hereby or thereby.

 C- 11

 15. Binding
Effect . This Warrant shall be binding upon any successors or assigns of the Company.

 16. Amendments .
This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company
and the Warrantholder.

 17. Prohibited
Actions . The Company agrees that it will not take any action, including any action that would entitle the Warrantholder to
an adjustment of the Exercise Price, if the total number of Warrant Shares issuable upon exercise of this Warrant after giving effect
to such action, together with all Common Shares then outstanding and all Common Shares then issuable upon the exercise, exchange or conversion
of all outstanding options, warrants, rights or other securities exercisable or convertible into or exchangeable for Common Shares, would
exceed the total number of Common Shares then authorized by its Governance Documents.

 18. Notices .
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed
to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on
the second (2nd) Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder
shall be delivered as set forth in Item 4 of Schedule I hereto, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice.

 19. Entire
Agreement . This Warrant, the forms attached hereto and Schedule I hereto (the terms of which are incorporated by reference
herein) and the Issuance Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous arrangements or undertakings with respect thereto.

 20. Specific
Performance; Non-Impairment . Each Warrantholder shall have the right to specific performance by the Company of the provisions
of this Warrant, in addition to any other remedies it may have at law or in equity. The Company hereby irrevocably waives, to the extent
that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy
of specific performance in any action brought against the Company for specific performance of this Warrant by the Warrantholder. Nothing
contained in this Warrant shall affect, limit or impair the rights and remedies of any Warrantholder or any of its Affiliates.

 21. Construction .
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein”, “hereto”,
“hereof” and words of similar import refer to this Warrant as a whole, including the Schedules, and not to any particular
section, subsection, paragraph, subparagraph or clause set forth in this Warrant; (ii) words importing the singular shall also include
the plural, and vice versa; (iii) the words “include”, “includes” or “including” shall be deemed
to be followed by the words “without limitation”; (iv) references to “$” shall be references to United States
dollars; (v) the word “or” is disjunctive but not necessarily exclusive; (vi) the words “writing”, “written”
and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (vii) the
word “day” means calendar day unless Business Day is expressly specified; (viii) the word “extent” in the phrase
“to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”;
(ix) all references to Sections or Schedules are to Sections and Schedules of this Warrant; and (x) all references to any law
will be to such law as amended, supplemented or otherwise modified from time to time. If any action under this Warrant is required to
be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the
first succeeding Business Day thereafter.

 [Remainder of page intentionally left blank]

 C- 12

 IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed by a duly authorized officer.

 Dated:

 COMPANY:

 USA RARE EARTH, INC.

 By:

 Name:

 Title:

 [Signature Page to Warrant Agreement]

 SCHEDULE I

 Item 1

 Name: USA Rare Earth, Inc.

 Organizational form: Corporation

 Jurisdiction of organization: Delaware

 Item 2

 Exercise
Price: $17.17

 Item 3

 Number of Common Shares: 17,600,584

 Item 4

 To Company :

 USA Rare Earth, Inc.

 100 West Airport Road

 Stillwater, OK 74075

 Attention: [***]

 To Warrantholder :

 UNITED STATES DEPARTMENT OF COMMERCE

 Herbert C. Hoover Building

 1401 Constitution Avenue NW

 Washington, DC 20230

 Email: [***]

 Attention: [***]