Browse EX-10 agreements

EXECUTION

Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of October 9, 2025, by and between each entity listed on Exhibit A attached hereto (each a “Trust”, and collectively the “Trusts” as applicable), separately and not jointly, and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY”).

W I T N E S S E T H :

WHEREAS, the Trust desires to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

…

EMPERY DIGITAL INC.

Amendment No. 2 and Waiver to the At-The-Market Issuance Sales Agreement

June 2, 2026

Aegis Capital Corp.

1345 Avenue of the Americas, 27th Floor

New York, NY 10015

Ladies and Gentlemen:

Reference is made to the At-The-Market Issuance Sales Agreement, dated October 18, 2024, between Empery Digital Inc. (f/k/a Volcon, Inc.), a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis” or the “Sales Agent”), as amended by Amendment No.1 to the At-The-Market Issuance Sales Agreement dated July 17, 2025 (as amended, the “Agreement”), with respect to the issuance and sale from time to time through the Sales Agent of the Company’s common stock, par value $0.00001 per share (“Common Stock”), on the terms set forth in the Agreement.

WHEREAS, notwithstanding Section 13(d) of the Agreement, the parties hereto have at all times continued to operate under the Agreement and have treated the Agreement to be in full force and effect in accordance with its terms other than clause (i) of Section 13(d).

…

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: June 3, 2026

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

…

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”);

…

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

…

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

…

RENT THE RUNWAY, INC.​ SECOND AMENDED AND RESTATED 2021 INCENTIVE AWARD PLAN​ NOTICE OF PERFORMANCE STOCK UNIT AWARD You have been granted performance stock units (“PSUs”) representing shares of common stock of Rent the Runway, Inc. (the “Company”) on the following terms: Name of Participant: Number of PSUs Granted: Date of Grant: Effective Date: Vesting Schedule: The PSUs shall vest upon your satisfaction of both the Performance-Based Vesting Requirement and the Time-Based Vesting Requirement (each, as defined and more fully described in the PSU Agreement) These PSUs are granted under and governed by the terms and conditions of the Company’s Second Amended and Restated 2021 Incentive Award Plan (the “Plan”) and the PSU Agreement, both of which are incorporated into this document. You agree that you have reviewed the Plan, this Notice of PSU Award and the PSU Agreement, you have had an opportunity to obtain the advice of counsel prior to executing this Notice of PSU Award and that you understand the terms of the Plan, this Notice of PSU Award and the PSU Agreement. You agree to accep

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Avalyn Pharma Inc., a Delaware corporation (the “Company”), and Howard Lazarus (the “Executive”) dated as of April 24, 2026 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement, the Continuing Obligations, the Executive Severance Plan, the Participant Agreement and the Equity Documents (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated June 15, 2023 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Avalyn Pharma Inc., a Delaware corporation (the “Company”), and Douglas Carlson (the “Executive”) dated as of April 29, 2026 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement, the Continuing Obligations, the Executive Severance Plan, the Participant Agreement and the Equity Documents (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated April 23, 2024 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Avalyn Pharma Inc., a Delaware corporation (the “Company”), and Lyn Baranowski (the “Executive”) dated as of April 29, 2026 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement, the Continuing Obligations, the Executive Severance Plan, the Participant Agreement and the Equity Documents (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated September 26, 2022 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Avalyn Pharma Inc., a Delaware corporation (the “Company”), and Melissa Rhodes (the “Executive”) dated as of April 24, 2026 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement, the Continuing Obligations, the Executive Severance Plan, the Participant Agreement and the Equity Documents (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated August 14, 2023 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

…

NEWAMSTERDAM PHARMA COMPANY N.V.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase Shares. Subject to the provisions of Section 16 and Section 17, the maximum number of Shares that may be issued under the Plan shall be 1,150,000 Shares.

The Company intends this Plan to qualify as an “employee stock purchase plan” under Code Section 423 (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes of Code Section 423 shall have the same definition herein. However, with regard to offers of options for purchase of Shares under the Plan to employees outside the United States working for the Company or a Subsidiary or an Affiliate of the Company, the Board may offer a sub-plan or an option that is not intended to meet the Code Section 423 requirements and that varies from the terms and conditions of the Plan (provided that any such variations do not cause the Section

…