Browse EX-10 agreements

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $130,000.00	Issue Date: May 22, 2026
Actual Amount of Purchase Price: $117,000.00

PROMISSORY NOTE

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THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 12818 SW 8TH ST., UNIT #2008, MIAMI, FL, 33184.

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FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT

BY AND AMONG

CHEROKEE COUNTY, SOUTH CAROLINA

AND

USA RARE EARTH, INC.

JUNE 1, 2026

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
Section 1.1	Terms.	3
Article II
REPRESENTATIONS AND WARRANTIES
Section 2.1	Representations of the County.	5
Section 2.2	Representations of the Company.	5
Section 2.3	Representations of the Sponsor Affiliates.	6
Article III
FILOT PAYMENTS
Section 3.1	Negotiated Payments.	6
Section 3.2	FILOT Payments on Replacement Property.	8
Section 3.3	Reductions in Payments of Taxes Upon Removal, Condemnation or Casualty.	8
Section 3.4	Place and Allocation of FILOT Payments.	8
Section 3.5	Removal of Property.	8

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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 “[XXX].”

LEASE AGREEMENT

BETWEEN

TC LIBERTY DEVELOPMENT, LLC,

AS LANDLORD, AND

USA RARE EARTH, INC.,

AS TENANT

Bear Den ROAD Blacksburg, South Carolina

		Bear Den Road
		Blacksburg, SC

BASIC LEASE INFORMATION

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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Exhibit 10.8

TERMINATION BENEFITS AGREEMENT

THIS AGREEMENT is made as of this 25th day of November, 2024,

BETWEEN:

HIVE DIGITAL TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia, Canada (hereafter called "HIVE" or the "Corporation")

• and -

GABRIEL IBGHY (hereafter called the "Staff Member", and together with the Corporation, the "Parties" and each a "Party"),

WHEREAS:

A. HIVE and the Staff Member entered into an agreement between the Staff Member and the Corporation (the "Staff Agreement");

B. HIVE wishes to amend the terms of the Staff Agreement in order to provide to the Staff Member certain enhanced benefits from HIVE as set out in more detail herein, in the event of the termination of the Staff Agreement as a result of a Change of Control (as that term is defined below);

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Exhibit 10.7

TERMINATION BENEFITS AGREEMENT

THIS AGREEMENT is made as of this 25th day of November, 2024,

BETWEEN:

HIVE DIGITAL TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia, Canada (hereafter called "HIVE" or the "Corporation")

• and -

JOHANNA THORNBLAD (hereafter called the "Staff Member", and together with the Corporation, the "Parties" and each a "Party"),

WHEREAS:

A. HIVE and the Staff Member entered into an agreement between the Staff Member and the Corporation (the "Staff Agreement");

B. HIVE wishes to amend the terms of the Staff Agreement in order to provide to the Staff Member certain enhanced benefits from HIVE as set out in more detail herein, in the event of the termination of the Staff Agreement as a result of a Change of Control (as that term is defined below);

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Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 19th day of April, 2021.

B E T W E E N:˙

HIVE ATLANTIC DATACENTRES LTD., a corporation existing under the laws of New Brunswick, having its registered office at 44 Chipman Hill, Suite 1000, Saint John, NB, E2E 2A9

(hereinafter referred to as the "Corporation")

• and -

GABRIEL IBGHY, domiciled and residing at 4221 Av. de l'Esplanade, suite 202, Montréal, H2W 1T1  in the Province of Québec

(hereinafter referred to as the "Employee").

WHEREAS the Corporation wishes to hire the Employee to work remotely hereinafter described and the Employee wishes to provide such services to the Corporation in New Brunswick on the terms and conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises, the respective covenants and agreements of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

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Exhibit 10.2

HIVE DIGITAL TECHNOLOGIES LTD.

2023 RESTRICTED SHARE UNIT PLAN

Approved by the Board of Directors Effective August 25, 2022.

Last Approved by Shareholders on [ ], 2023

Approved by the TSX Venture Exchange on September 11, 2023

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HIVE DIGITAL TECHNOLOGIES LTD.

2023 RESTRICTED SHARE UNIT PLAN

1. INTERPRETATION

1.1 Restricted Share Unit Plan

The plan herein described shall be called the "Restricted Share Unit Plan" and is referred to herein, as may be amended from time to time, as the "Plan".

1.2 Definitions

For the purposes of the Plan, unless there is something in the subject matter or context inconsistent therewith the following terms shall have the following meanings:

"Account" means the account set up on behalf of each Participant in accordance with Section 4.1(b);

"Applicable Law" means all applicable federal, provincial and foreign laws and any regulations, instruments or orders enacted thereunder, and the rules, regulations and policies of the Stock Exchange;

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