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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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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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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SHARE PURCHASE AGREEMENT

for the acquisition of

Anira Consulting FZC

a company incorporated in Sharjah, United Arab Emirates

Dated: June 2, 2026

BETWEEN

SADOT GROUP INC.

a corporation incorporated under the laws of the State of Nevada, USA

(the “Buyer”)

AND

Shrvan Kumar Yadav

of Dubai, United Arab Emirates, holding UAE Emirates ID No. 784-1989-1487541-8

(the “Seller”)

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of shares representing one hundred percent (100%) of the issued and outstanding share capital of Anira Consulting FZC, a company incorporated and existing under the laws of Sharjah, United Arab Emirates (the “Target Company”);

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, all of the issued and outstanding shares of the Target Company (the “Sale Shares”), on the terms and conditions set forth herein;

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New Era Energy & Digital, Inc.

Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units pursuant to the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”) as specified below:

Participant: Darin Rovell

Date of Grant: [__], 2026

Number of Restricted Stock Units Granted: 325,000

Vesting Schedule: The Restricted Stock Units granted shall vest in equal installments on the first business day of each calendar month following the Date of Grant over a period of four (4) years, subject to the Participant’s continued employment with the Company (or any affiliate thereof) through each applicable vesting date, except as otherwise set forth herein.

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of June 22, 2026 (the “Effective Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Darin Rovell (“Executive”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

	1.	Employment. The Company shall employ Executive, and Executive accepts employment with the Company as of the Effective Date, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending upon Executive’s termination of employment for any reason (such period of employment, the “Employment Period”).

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UPBOUND GROUP, INC. director deferred stock unit award Agreement

THIS DEFERRED STOCK UNIT AWARD AGREEMENT, made as of the __ day of _____, 20xx, between Upbound Group, Inc. (the “Company”) and [NAME] (the “Director”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1.            Deferred Stock Unit Award. In accordance with and subject to the Plan and this Award Agreement, the Company hereby grants to the Director a deferred stock unit Award under the Plan, consisting of the right to receive _______ shares of the Company’s Common Stock (“Shares”).

2.            Vesting and Issuance of Shares. This Award is fully vested and non-forfeitable from inception.

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Upbound Group, Inc. Form of Performance Stock Unit Award Agreement (PSU)

THIS AWARD AGREEMENT, made as of the [Grant Date:Month Date, Year], between Upbound Group, Inc. (the “Company”) and [Participant Name:First Name Last Name] (the “Employee”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1 .            Company Stock Award. Subject to the vesting and other terms and conditions set forth in this Award Agreement, the Company hereby grants to the Employee the right to receive [Granted:Shares Granted] performance stock units (“PSUs”). Each PSU entitles the Employee to receive one (1) share of Common Stock (each, a “Share”), subject to the terms and conditions of this Award Agreement and the Plan, based on target level achievement, which shall be subject to adjustment pursuant to Exhibit A annexed hereto and made a part hereof.

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Upbound Group, Inc. Form of Restricted Stock Unit Award Agreement (RSU)

THIS AWARD AGREEMENT, made as of the [Grant Date:Month Date, Year], between Upbound Group, Inc. (the “Company”) and [Participant Name:First Name Last Name] (the “Employee”), pursuant to the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Capitalized terms that are used but not defined in this Award Agreement have the meaning as set forth in the Plan.

1.            Company Stock Award. Subject to the vesting and other terms and conditions set forth in this Award Agreement, the Company hereby grants to the Employee [Granted:Shares Granted] restricted stock units (“RSUs”). Each RSU entitles the Employee to receive one (1) share of Common Stock (each, a “Share”), subject to the terms and conditions of this Award Agreement and the Plan.

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FIRST AMENDMENT TO THE

UpBOUND GROUP, INC.

2026 LONG-TERM INCENTIVE PLAN

THIS AMENDMENT TO THE UPBOUND GROUP, INC. 2026 LONG-TERM INCENTIVE PLAN (this “Amendment”) is made and adopted as of June 2, 2026. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Upbound Group, Inc. 2026 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).

1.            Amendment. Section 4(a) of the Plan is hereby amended and replaced in its entirety as follows:

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