Browse EX-10 agreements

NOVAGOLD CORPORATION

AND

PAULSON Advisers LLC

INVESTOR RIGHTS AGREEMENT

July 21, 2026

TABLE OF CONTENTS

SECTION 1. GENERAL		2
1.1	Definitions	2
1.2	Exhibits	7
1.3	Headings	7

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Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2026 (the “Agreement Date”), by and between CID Holdco, Inc., a Delaware corporation (the “Company”), Alumni Capital LP, a Delaware limited partnership (the “Lead Investor”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, together with the Lead Investor, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D; and

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AMENDED AND RESTATED LOCK-UP AGREEMENT

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THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”), dated as of June 3, 2026, is made and entered into by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), Michael Blitzer, and Barbara Humpton (and together with any person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Letter of Intent.

WHEREAS, the Company is party to that certain Letter of Intent, dated as of January 25, 2026 (the “Letter of Intent”) by and among the Company and the CHIPS Program Office of the U.S. Department of Commerce (“CPO”), pursuant to which the Company and CPO outlined the terms of the CHIPS direct funding awards and CHIPS loans for the projects described in the Applications (the “Transactions”);

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EXECUTIVE CHAIR AGREEMENT

This Executive Chair Agreement (this “Agreement”) is entered into on July 19, 2026 (the “Effective Date”) by and between Michael Blitzer (the “Executive Chair”) and USA Rare Earth, Inc., a Delaware corporation (the “Company”) (collectively referred to as the “parties” or individually referred to as a “party”).

RECITALS

WHEREAS, the Executive Chair is presently serving in the capacity of non-employee director and Chairman on the Company’s Board of Directors (the “Board”);

WHEREAS, effective as of the Effective Date, the Company and the Executive Chair mutually desire for the Executive Chair, and the Board is hereby appointing the Executive Chair, to serve in the capacity of Executive Chair on the Board;

WHEREAS, the Executive Chair’s appointment as Executive Chair is in addition to his current service as a member of the Board; and

WHEREAS, on and following the Effective Date, the Executive Chair shall be eligible to receive the compensation provided pursuant to this Agreement in connection with the Executive Chair’s services hereunder.

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USA RARE EARTH, INC.

RETIREMENT AGREEMENT

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This Retirement agreement (this “Retirement Agreement”) is entered into by Barbara Humpton (“Executive”) and USA Rare Earth, Inc. (the “Company”).

1. Executive’s Separation. Executive shall retire from the Company, and shall resign from each position Executive holds as a manager, director or officer of the Company or of any of its subsidiaries or affiliates, including from Executive’s position as a member of the Board of Directors of the Company, as of October 1, 2026 (the “Separation Date”). Effective as of the Separation Date, the Employment Agreement between the Company and Executive (the “Employment Agreement”), dated September 28, 2025, shall terminate, and neither the Company nor Executive shall have any further obligations thereunder, except as provided herein.

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CONTINGENT VALUE RIGHTS AGREEMENT

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2026 (this “Agreement”), is entered into by and among Senti Holdings, Inc., a Delaware corporation (“Midco”), and [•] (as the “Rights Agent” (as hereinafter defined)).

RECITALS

WHEREAS, this Agreement is entered into pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July [•], 2026, by and among Celadon Partners SPV 35, an exempted company incorporated under the laws of the Cayman Islands, Senti Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Senti Biosciences Holdings, Inc., a Delaware corporation (the “Company”), Midco, and Senti Biosciences, Inc., a Delaware corporation (the “Opco”), pursuant to which Merger Sub will be merged with and into Midco (the “Merger”), with Midco continuing as the surviving corporation in the Merger (the “Surviving Corporation”), on the terms and subject to the conditions set forth in the Merger Agreement; and

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**HEARTSCIENCES INC. **

2023 Equity Incentive Plan

RESTRICTED STOCK UNITS GRANT NOTICE

HeartSciences Inc., a Texas corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Units Grant Notice (the “Grant Notice”), dated as of July 7, 2026 and effective as of the Grant Date (as defined in the Agreement (as defined below)), the Plan and the Restricted Stock Units Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of July 7, 2026 and effective as of the Closing Date (as defined below), is entered into by and between HeartSciences Inc., a Texas corporation (the “Company”), and Danielle Watson (the “Employee”). The Company and the Employee shall collectively be referred to herein as the “Parties”. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of October 15, 2021 (the “Employment Agreement”); and

WHEREAS, the Parties now desire to amend the Employment Agreement as set forth herein.

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NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST

 

This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [     ], 2026, by and among Plum Acquisition Corp. IV, a Cayman Islands exempted company (“Plum”), Plum Partners IV, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investor (the, “Investor”).

 

RECITALS

 

WHEREAS, the Sponsor currently holds 5,650,000 Class B ordinary shares, par value $0.0001 per share, (the “Founder Shares”) and 1,010,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Plum, consisting of 440,000 Class A Ordinary Shares included as part of the private placement units and 570,000 restricted Class A Ordinary Shares, each of which were initially purchased by the Sponsor in a private placement that occurred simultaneously with Plum’s initial public offering (the “IPO”);

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated and effective as of June 22, 2026, is entered into by and between HeartSciences Inc. (fka Heart Test Laboratories, Inc.), a Texas corporation (the “Company”), and Andrew Simpson (the “Employee”). The Company and the Employee shall collectively be referred to herein as the “Parties”. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of April 5, 2022 (the “Employment Agreement”); and

WHEREAS, the Parties now desire to amend the Employment Agreement as set forth herein.

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HEARTSCIENCES INC.

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NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT

Subject to the terms and conditions of this Notice of Grant and Restricted Stock Agreement, dated as and effective as of June 22, 2026 (the “Effective Date”), including the attachments hereto (collectively, this “Notice and Agreement”), by and between HeartSciences Inc. (the “Company”) and Andrew Simpson (“Employee”), the Company hereby grants Employee the number of shares of the Company’s restricted common stock, $0.001 par value per share, as set forth below (the “Shares”):

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Exhibit B

Final Form

 

FORM OF VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and among Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), HeartSciences Inc., a Texas corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

 

RECITALS

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