Browse EX-10 agreements

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

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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

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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

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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.

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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.

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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.

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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.

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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

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the         day of         Month         year

B E T W E E N:

VERSAVERSABANK, a corporation continued under the Bank Act (Canada) (hereinafter called “VersaBank”)

OF THE FIRST PART

of the City of London, in the Province of Ontario (Hereinafter referred to as the “Executive”)

OF THE SECOND PART

WHEREAS:

	A.	VersaBank carries on the business of a financial institution (the “Business or Business Activity);

	B.	The Executive has been employed with VersaBank since and most recently in the position of .

	C.	VersaBank and the Executive have agreed to continue the employment relationship for their mutual benefit in accordance with the terms and conditions set out in this Agreement;

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of the 16th day of June 2025.

BETWEEN:

VERSAHOLDINGS US CORP.

a corporation incorporated under the laws of Delaware

(Hereinafter called the “Employer”)

• and -

DAVID ROY TAYLOR

(Hereinafter called the “Executive”)

WHEREAS the Employer carries on the business of a United States Bank Holding Company;

AND WHEREASthe Executive is a key executive of the Employer and has made and continues to make valuable contributions to the Business;

AND WHEREAS the Executive has been employed with the Employer, or its affiliates and their successors, since January 18, 1993, most recently pursuant to the terms and conditions of an executive agreement dated December 3, 2024 (the “Former Agreement”) between the Executive and VersaBank, a corporation continued under the Bank Act (Canada) (hereinafter, “VersaBank”);

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2026 (the “Signing Date”), between Energy Focus, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I. DEFINITIONS

1.1    Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

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CONVERTIBLE PROMISSORY NOTE

$5,000,000

Issuance Date: June 2, 2026

Maturity Date: June 2, 2028

FOR VALUE RECEIVED, Sadot Group Inc., a Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028, hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Convertible Promissory Note (this “Note”).

This Note is issued pursuant to that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s)) and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein shall have the meanings given to them in the SPA.

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