USA Rare Earth, LLC Sample Contracts
Subscription AgreementSubscription Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Delaware
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
MINING LEASE M-113629Mining Lease • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
SW/4 of SE/4 of SE/4 of Section 12, Block 72, T-7, T&P Ry. Co., and N/2 of the NE/4 of Section 13, Block 72, T-7, T&P Ry. Co. containing -9JL.. acres, more or less, in Hudspeth County, Texas, (hereinafter referred to as the “leased premises”) was subject to lease by the State of Texas acting by and through its agent, Texas Rare Earth Resources Corp. of 304 Inverness Way South. Suite 365. Englewood, Colorado 80112 said agent hereinafter referred to as “the owner of the soil” (whether one or more).
TERMINATION AGREEMENTTermination Agreement • February 5th, 2025 • USA Rare Earth, LLC • Metal mining • Delaware
This Termination Agreement, dated as of January 31, 2025 (the “Termination Agreement”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), USA Rare Earth, LLC, a Delaware limited liability company (the “Target”), and Inflection Point Fund I, LP (the “Purchaser” and together with the Company and the Target, the “Parties” and each, a “Party”). Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Oklahoma
This Employment Agreement (“Agreement”) is made as of December 16, 2024 (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and Joshua Ballard, an individual resident of the State of California (“Executive”).
INCENTIVE UNIT AWARD AGREEMENTIncentive Unit Award Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Delaware
This Incentive Unit Award Agreement (this “Agreement”) is made as of the date of the last signature affixed hereto (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and [GRANTEE NAME] (the “Grantee”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Second Amendment to the Second Amended and Restated Equity Incentive Plan of the Company dated February 10, 2024 (as may be subsequently amended, the “Plan”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [XXX], HAS BEEN OMITTED BECAUSE THE OMMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Framework Agreement • January 6th, 2025 • USA Rare Earth, LLC • Metal mining
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Florida
This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is entered into by and between USA Rare Earth LLC (“Employer”) and Thomas J. Schneberger, Jr. (“Employee”). In consideration of the mutual covenants, conditions and promises set forth in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the undersigned parties agree as follows:
Memorandum Of Assignment and Assumption Agreement (Mining Leases)Assignment and Assumption Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This Memorandum of Assignment and Assumption Agreement (Mining Leases) (this “Memorandum”), executed to be effective as of May 17, 2021 (the “Effective Date”), is by and between Texas Mineral Resources Corp., a Delaware corporation, successor by name change to Texas Rare Earth Resources Corp. (“Assignor”), and Round Top Mountain Development, LLC, a Delaware limited liability company (“Assignee”).
The State of Texas Austin, Texas SURFACE LEASE SL 20040002 (GRAZING/AGRICULTURAL)Surface Lease • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This Surface Lease SL 20040002, (the “Lease”), is granted by virtue of the authority granted in Section 51.121, et se ., TEX. NAT. RES. CODE ANN. (Vernon Supp. 2002), 31 TEX. ADMIN. CODE§ 13 (Land Resources), et se ., and all other applicable statutes and rules, as the same may be amended from time to time, and is subject to all applicable regulations promulgated from time to time.
ADDENDUM TO OFFER OF EMPLOYMENT LETTERAddendum to Offer of Employment Letter • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This Addendum, dated as of November 6, 2024 (this “Addendum”), shall supersede any and all prior addendums or modifications to the Offer of Employment dated March 14, 2021 (the “Offer Letter”), and is entered into by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”) and David Kronenfeld (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
The State of Texas Austin, Texas GROUNDWATER LEASEGroundwater Lease • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This Groundwater Lease (the “Lease”) is granted by virtue of the authority granted in Chapter 51, TEX. NAT. RES. CODE ANN. 31 TEX. ADMIN. CODE Chapter 13 (Land Resources), et seq., and all other applicable statutes and rules, as the same may be amended from time to time, and is subject to all applicable regulations promulgated from time to time.
CONTRIBUTION AGREEMENTContribution Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Texas
This Assignment and Assumption Agreement (Mining Leases) (this “Assignment”), executed to be effective as of May 17, 2021 (the “Effective Date”), is from Texas Mineral Resources Corp., a Delaware corporation, successor by name change to Texas Rare Earth Resources Corp. (“Assignor”), to Round Top Mountain Development, LLC, a Delaware limited liability company (“Assignee”).
CEO TRANSITION AGREEMENTCeo Transition Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This letter agreement (the “Agreement”) sets forth the terms and conditions of the agreement between Bayshore Capital Holdings Group, LLC (BCHG), you and USA Rare Earth, LLC (the “Company”) regarding our mutual agreement on your resignation and transition from the Company and the benefits being offered to you in exchange for entering into this Agreement. Once signed by you, this letter will become a legally binding agreement, so please read it carefully and be sure you understand it.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 13th, 2025 • USA Rare Earth, LLC • Metal mining • Florida
This SEPARATION AND RELEASE AGREEMENT (“Agreement”) is entered into by and between USA Rare Earth LLC (“Employer”) and Affie Simanikas (“Employee”). In consideration of the mutual covenants, conditions and promises set forth in this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the undersigned parties agree as follows:
ADDENDUM TO OFFER OF EMPLOYMENT LETTERAddendum to Offer of Employment • February 13th, 2025 • USA Rare Earth, LLC • Metal mining
This Addendum, dated as of May 14, 2024 (this “Addendum”) is an addendum to that Offer of Employment dated March 17, 2023 (the “Offer Letter”), and is entered into by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”) and Stephen Ridge (the “Employee”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”).