USA Rare Earth Inc. – Material Contracts Watch

from 10-Q 18 pages Employment Agreement

from 10-Q 19 pages Employment Agreement

from 10-Q 13 pages CEO Side Letter Agreement Thrasyvoulos Moraitis Meisenbergstrasse 5 6300 Zug (The Executive) and Sv Management Switzerland AG Rigistrasse 2 6300 Zug (The Company) and USA Rare Earth, Inc. 100 W. Airport Road Stillwater, Ok 74075 United States (Usare) (The Executive, the Company and Usare Are Also Referred to as Party or Parties) Preamble A.ON May 5/8, 2023, the Executive and the Company Entered Into an Employment Agreement, Appointing the Executive as CEO of the Company (The Original Employment Agreement). the Employment Agreement Is Governed by the Laws of Switzerland and Has Been Amended From Time to Time

from 10-Q 9 pages Side Letter Agreement Thrasyvoulos Moraitis Meisenbergstrasse 5 6300 Zug (The Executive) and Sv Management Switzerland AG Rigistrasse 2 6300 Zug (The Company) and USA Rare Earth, Inc. 100 W. Airport Road Stillwater, Ok 74075 United States (Usare) (The Executive, the Company and Usare Are Also Referred to as Party or Parties) Preamble A.ON May 5/8, 2023, the Executive and the Company Entered Into an Employment Agreement, Appointing the Executive as CEO of the Company (The Employment Agreement). the Employment Agreement Is Governed by the Laws of Switzerland and Has Been Amended From Time to Time

from 10-Q 5 pages B.UPON the Recommendation of the Compensation Committee of the Company and Approval by the Company’s Board on 4 December 2025, the Company Has Resolved to Amend the Employment Agreement by (I) Amending Certain Provisions Regarding the Good Leaver Clause and (II) Implementing a Salary Adjustment Effective as of 1 January 2026. in Line With This Recommendation, as of That Date, the Executive’s Annual Base Salary Shall Be Fixed at Chf 822,000 Gross. This Amount Is Based on the Annual Base Salary as of January 2023, as Calculated at the Commencement of the Executive’s Employment, Plus a 1.5% Inflation Adjustment (Totalling Chf 821,718, Rounded Up to Chf 822,000). C.THE Parties Therefore Intend to Amend the Employment Agreement Accordingly by This Amendment Agreement (The Amendment Agreement). D.ALL Terms and Definitions Used in This Amendment Agreement to the Employment Agreement Shall Have the Same Meaning as in the Employment Agreement Unless Specified Hereafter. A.AMENDMENTS the Following Sections of the Employment Agreement Shall Be Amended and Replaced as Follows (Changes in Italic and Underlined): 7.2 Base Salary

from 10-Q 22 pages A.THE Company’s Purpose Is the Provision of Services of Any Kind in the Area of Management and Administration. It Is Established Under the Laws of Switzerland and Is Controlled by Svre Holdings Ltd., a British Virgin Islands Company (The Holding Company). the Holding Company and Its Direct and Indirect Subsidiaries Are Hereinafter Together Referred to as the Group and Each Individually, Including the Company, a Group Company

from 10-Q 5 pages Fourth Amendment and Waiver Agreement Dfc Project No: 9000117662

from 10-Q 5 pages Third Amendment to Finance Agreement Dfc Project No: 9000117662

from 10-Q 165 pages Second Amendment to Finance Agreement Dfc Project No: 9000117662

from 10-Q 6 pages Joinder Agreement to Royalty Agreement

from 10-Q 9 pages Amendment Agreement No. 5

from 10-Q 129 pages Amendment Agreement No. 4

from 10-Q 6 pages Joinder Agreement to Royalty Agreement

from 10-Q 9 pages Amendment Agreement No. 3

from 10-Q 118 pages Amendment Agreement No. 2

from 10-Q 12 pages Amended and Restated Call Option Agreement

from 10-Q 11 pages Confidential Portions of This Exhibit Have Been Omitted Because They Are Both (I) Not Material and (II) Are the Type of Information That the Registrant Treats Ad Private or Confidential. the Redacted Terms Have Been Marked at the Appropriate Place With “[***].”

from 10-Q 4 pages This Fifth Amendment Agreement Is Made on August 21, 2026 (“Fifth Amendment Effective Date”). Between: (1)sv Management Switzerland AG, a Company Organised Under the Laws of Switzerland (“Sv”); and (2)us Siie, LLC, a Delaware Limited Liability Company, Whose Registered Office Is at [***] (“Buyer”), (Each a “Party” and Together the “Parties”). Recitals

from 10-Q 3 pages This Fourth Amendment Agreement Is Made on August 14, 2026 (“Fourth Amendment Effective Date”). Between: (1)sv Management Switzerland AG, a Company Organised Under the Laws of Switzerland (“Sv”); and (2)us Siie, LLC, a Delaware Limited Liability Company, Whose Registered Office Is at [***] (“Buyer”), (Each a “Party” and Together the “Parties”). Recitals (A)the Parties Entered Into That Certain Offtake Agreement Dated as of 20 April 2026, as Amended by (I) Amendment Agreement Made on May 20, 2026, (II) Second Amendment Agreement Made on June 10, 2026, and (III) Amendment, Consent and Waiver Dated June 29, 2026 (As Amended, the “Offtake Agreement”)

from 10-Q 4 pages Amendment, Consent and Waiver