Browse EX-10 agreements

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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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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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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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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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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into between Lightwave Logic, Inc., a Nevada Corporation (the “Company”), and Fred Graffam (“Executive”), effective July 20, 2026 (the “Effective Date”). Executive and Company are referred to as “Parties” or “Party” herein.

WHEREAS, the Company desires to employ and retain the Executive for the term specified herein in order to advance the business and interests of the Company on the terms and conditions set forth herein; and

WHEREAS, the Executive wishes to be employed by the Company and desires to provide Executive’s services to the Company in such capacities, on and subject to the terms and conditions hereof; and

NOW THEREFORE, 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:

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FIFTH AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT

Dated as of July 17, 2026

by and among

EPR PROPERTIES,

as Borrower,

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent,

Each of JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS CORPORATION, BANK OF AMERICA, N.A., CITIZENS BANK, N.A., THE TORONTO-DOMINION BANK, NEW YORK BRANCH, and

TRUIST BANK,

as Co-Syndication Agents,

each of

KEYBANC CAPITAL MARKETS, LLC, JPMORGAN CHASE BANK, N.A.,

RBC CAPITAL MARKETS CORPORATION, BOFA SECURITIES, INC.,

CITIZENS BANK, N.A., TD SECURITIES (USA) LLC and TRUIST SECURITIES, INC.,

as Joint Book Runners and Joint Lead Arrangers,

FIFTH THIRD BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

and

The financial institutions INITIALLY SIGNATORY hereto

and their assignees pursuant to Section 12.5,

as Lenders

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TABLE OF CONTENTS

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StockHOLDERS AGREEMENT

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by and among

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NIKI BIOSOLUTIONS, INC. (F/K/A APTORUM GROUP LIMITED)

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And

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THE StockHOLDERS THAT ARE SIGNATORIES HERETO

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Dated as of July 20, 2026

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StockHOLDERS AGREEMENT

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THIS StockHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 20, 2026, is made by and among Niki BioSolutions, Inc., a Delaware corporation (f/k/a Aptorum Group Limited) (the “Company”), and the stockholders of the Company who are or become signatories hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

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***Execution Version ***

**EMPLOYMENT AGREEMENT **

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 7, 2026 by and between Kalaris Therapeutics, Inc. (the “Company”), and Liisa Bayko (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Company and the Executive desire to enter into an agreement whereby the Executive will be employed as Chief Financial Officer of the Company on the terms and conditions set forth in this Agreement; and

WHEREAS, the Executive has agreed to accept such employment by the Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree as follows:

1. Agreement. This Agreement shall be effective as of July 20, 2026 (the “Effective Date”). Following the Effective Date, the Executive shall be an employee of the Company until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).

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