Form 8-K

8-K — USA Rare Earth, Inc.

Accession: 0001213900-26-097399

Filed: 2026-09-04

Period: 2026-09-03

CIK: 0001970622

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0304001-8k_usarare.htm (Primary)

EX-2.3 — AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, DATED SEPTEMBER 3, 2026 (ea030400101ex2-3.htm)

EX-10.1 — REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND AMONG USAR, SERRA VERDE RARE EARTHS LTD., AS THE SELLER REPRESENTATIVE, AND CERTAIN SVRE SHAREHOLDERS (ea030400101ex10-1.htm)

EX-10.2 — BOARD APPOINTMENT AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND BETWEEN USAR AND VB (RARE EARTHS) LIMITED (ea030400101ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 4, 2026, ANNOUNCING THE CLOSING OF THE MERGER (ea030400101ex99-1.htm)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF USAR AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025 (ea030400101ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 3, 2026

USA Rare Earth, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-41711

98-1720278

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS. Employer

Identification No.)

100 W Airport Road,

Stillwater, Oklahoma 74075

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (813) 867-6155

N.A.

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

USAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

Agreement and Plan of Merger

As previously disclosed on April 19, 2026, USA Rare Earth, Inc. (“USAR”)

entered into a definitive Agreement and Plan of Merger (as amended by Amendment No. 1, dated July 16, 2026 (“Amendment No. 1”),

and Amendment No. 2, dated September 3, 2026 (“Amendment No. 2”), and as may be further modified, amended or supplemented

from time to time, the “Merger Agreement”) by and among (i) USAR, (ii) Middlebury Merger Sub Ltd., a business company

limited by shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of USAR (“Merger

Sub”), (iii) SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands

(“SVRE”), and (iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British

Virgin Islands, solely in its capacity as the representative of the holders of Ordinary Shares, without par value, and Class A Ordinary

Shares, without par value, of SVRE (collectively, “SVRE Shares” and such holders, the “SVRE Shareholders”)

(the “Seller Representative”), providing for the merger of SVRE with and into Merger Sub, with Merger Sub surviving

the merger as an indirect, wholly owned subsidiary of USAR (the “Merger” and, together with all other transactions

contemplated by the Merger Agreement, the “Transactions”) subject to the terms and conditions contained therein. Each

capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement.

On September 3, 2026 (the “Closing Date”), the parties

closed the Merger, and the Merger became effective at the time when the Articles of Merger were registered by the Registrar of Corporate

Affairs of the British Virgin Islands (the “Effective Time”). Pursuant to the Merger Agreement, the aggregate merger

consideration (the “Merger Consideration”) consists of (i) an amount of cash equal to $300,000,000 (the “Aggregate

Cash Merger Consideration”) and (ii) an aggregate of 126,849,307 shares of common stock, par value $0.0001 per share, of USAR

(“USAR Shares”) (the “Aggregate Stock Merger Consideration”). The Merger Consideration will be payable

to, among others (a) the holders of SVRE Shares issued and outstanding immediately prior to the Effective Time, (b) the United States

International Development Finance Corporation ( “DFC”) pursuant to the cancellation and conversion of its warrants

to purchase SVRE Shares, (c) OMF Fund III (F) Ltd., (d) certain SVRE Shareholders pursuant to the exercise of their warrants to purchase

SVRE Shares and (e) certain current and former employees and consultants of SVRE and its subsidiaries.

The USAR Shares were issued

in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and Regulation S thereunder, and in reliance on similar exemptions under applicable state laws. The USAR Shares were

offered and sold without any general solicitation by USAR, Merger Sub or their respective representatives. The USAR Shares have not been

registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration

or an applicable exemption from the registration requirements of the Securities Act.

The foregoing summary of the

Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, including Amendment

No. 1 and Amendment No. 2. The Merger Agreement, Amendment No. 1 and Amendment No. 2 are included as Exhibits 2.1, 2.2 and 2.3 hereto.

Registration Rights Agreement

In connection with the closing of the Merger, USAR, certain SVRE Shareholders,

OMF Fund III (F) Ltd., certain employees and consultants of SVRE and the DFC entered into a registration rights agreement (the “Registration

Rights Agreement”), pursuant to which USAR agreed to (a) file a registration statement on Form S-3 (or Form S-1 if not eligible

for Form S-3) with the SEC on the first Business Day following the consummation of the Transactions for purposes of registering the resale

or distribution of the Aggregate Stock Merger Consideration by the SVRE Shareholders and other recipients thereof (the “Registration

Statement”), (b) use reasonable best efforts to have such Registration Statement declared effective within the time period set

forth in the Registration Rights Agreement, and (c) keep the Registration Statement (or any new Registration Statement filed in connection

with the Registration Rights Agreement) effective until the date that all registrable securities covered by the Registration Statement

(or new Registration Statement, as applicable), subject to certain limitations, (i) have been disposed of in accordance with an effective

Registration Statement relating thereto, (ii) have been sold thereunder or pursuant to Rule 144 under the Securities Act, or (iii) may

be resold without volume or manner-of-sale restrictions pursuant to Rule 144.

The foregoing summary of the

Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights

Agreement. The Registration Rights Agreement is included as Exhibit 10.1 hereto.

Board Appointment Agreement

In connection with the Merger, USAR and VB (Rare Earths) Limited (“Vision

Blue”) entered into a Board Appointment Agreement, dated as of September 3, 2026 (the “Board Appointment Agreement”).

Subject to the terms and conditions of the Board Appointment Agreement, Vision Blue has the right to designate one member to the board

of directors of USAR (the “USAR Board”), for so long as Vision Blue and its affiliates beneficially own USAR Shares

that represent, in the aggregate, at least 5% of the then outstanding amount of shares of USAR common stock; provided that such director

shall be reasonably acceptable to USAR’s Nominating and Corporate Governance Committee.

The foregoing summary of the

Board Appointment Agreement does not purport to be complete and is qualified in its entirety by reference to the Board Appointment Agreement.

The Board Appointment Agreement is included as Exhibit 10.2 hereto.

Item 2.01. Completion of Acquisition

or Disposition of Assets.

The information under Item

1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the closing of the Merger, Merger Sub assumed on

the Closing Date all of the rights and obligations of SVRE under a Finance Agreement, dated as of January 21, 2026 (as amended, the “Finance

Agreement”), pursuant to which DFC agreed to provide a loan to SVRE in an aggregate principal amount not to exceed $565,000,000,

consisting of (i) a first tranche (the “Initial Loan”) with a principal amount not to exceed $465,000,000 and (ii)

a second tranche (the “Incremental Loan”) with a principal amount not to exceed $100,000,000, and the other financing

documents to which SVRE was a party. The Initial Loan bears interest at a rate per annum equal to a forward-looking term rate based on

the secured overnight financing rate for the applicable interest period (“Term SOFR”), subject to a floor of 0.00%,

plus 4.0%. The Initial Loan has a term not to exceed fifteen (15) years from the initial disbursement date and is repayable in up to forty-nine

(49) quarterly sculpted installments. The obligations under the Finance Agreement are secured by a first priority lien on 100% of the

shares in Merger Sub and substantially all assets of Merger Sub and its subsidiaries.

The Incremental Loan was funded prior to the closing of the Merger.

In connection with the making of the Incremental Loan, DFC was issued warrants (the “DFC Warrants”) granting DFC the

right to purchase newly issued SVRE Shares. Immediately prior to the closing of the Merger, the DFC Warrants were cancelled and converted

on a cashless exercise basis into the right to receive Merger Consideration payable in respect of the DFC Warrants in accordance with

the terms and conditions of the Merger Agreement. Upon payment of the Merger Consideration in respect of the DFC Warrants and payment

of all outstanding unpaid fees and accrued but unpaid interest due to DFC in relation to the outstanding principal amount of the Incremental

Loan, the outstanding principal amount of the Incremental Loan and all such amounts were deemed repaid in full and all obligations of

Merger Sub in respect of the Incremental Loan were deemed irrevocably satisfied and discharged.

The foregoing summary of the Finance Agreement does not purport to

be complete and is qualified in its entirety by reference to the Finance Agreement, which will be filed as an exhibit to USAR’s

Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2026.

Item 3.02. Unregistered Sales of Equity Securities

The information under Item 2.01 of this Current Report on Form 8-K

related to the Aggregate Stock Merger Consideration is incorporated herein by reference.

This Current Report on Form

8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale

of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or jurisdiction.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers.

In connection with the closing

of the Merger and pursuant to the Merger Agreement, the USAR Board appointed Thrasyvoulos Moraitis and Sir Michael Lawrence Davis to the

USAR Board, effective as of the closing of the Merger and in accordance with USAR’s governing documents. Mr. Davis is also the initial

appointee to the USAR Board under the Board Appointment Agreement as described in Item 1.01 of this Current Report on Form 8-K.

Mr. Moraitis has served as

CEO of the Serra Verde Group since January 2023. Prior to joining Serra Verde, Mr. Moraitis was the co-founder of X2 Resources and served

on the Executive Committee of Xstrata, led by CEO Mr. Davis, ultimately selling it to Glencore in 2013. At Xstrata he was responsible

for strategic development, post-acquisition integration, leadership development, external affairs and investor relations as well as Xstrata’s

technology business. While at Xstrata, he was involved in some 40 transactions. Mr. Moraitis began his career in the early 1980s as an

engineer on the South African gold mines of General Mining Union Corporation (Gencor), followed by a series of entrepreneurial activities

and, prior to joining Xstrata, was a global partner at the Monitor Group, a global advisory and merchant banking group. Mr. Moraitis was

previously the Chief Development Officer and a member of the Executive Board of EuroChem Group AG, a global fertilizer company and, prior

to this, an Executive Director at Brilliant Planet, a growth company developing a scalable method for producing microalgae for food solutions

and carbon sequestration.

Mr. Davis is the founder and

Managing Partner of Vision Blue which invests in metal and mineral resource companies that can meet the world’s evolving energy

needs. Mr. Davis is a highly successful mining executive accredited with building Xstrata plc into one of the largest mining companies

in the world prior to its acquisition by Glencore plc. Before listing Xstrata on the LSE as CEO he was CFO of Billiton plc and Chair of

Billiton Coal which he joined from the position of Eskom CFO. During his career in mining, he has raised over $40 billion from global

capital markets and successfully completed over $120 billion of corporate transactions, including the creation of the Ingwe Coal Corporation

in South Africa; the listing of Billiton on the LSE; the merger of BHP and Billiton; as well as numerous transactions at Xstrata culminating

in the sale to Glencore plc.

As a non-employee director,

Mr. Davis will be entitled to a cash retainer and an equity award in the form of RSUs under USAR’s director compensation program

consistent with the terms disclosed in USAR’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange

Commission on April 23, 2026.

As previously reported, in

connection with the closing of the Merger, Mr. Moraitis assumed the function and responsibility of President of USAR through October 1,

2026, at which point he will serve as Chief Executive Officer of USAR. On July 19, 2026, USAR and Mr. Moraitis agreed to the terms of

Mr. Moraitis’ compensation as Chief Executive Officer, which were disclosed in USAR’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on July 20, 2026. USAR and Mr. Moraitis executed a side letter on September 3, 2026 to memorialize

these terms, save that his initial base salary has been changed to CHF 905,000 per annum.

The foregoing summary

does not purport to be complete and is qualified in its entirety by reference to Mr. Moraitis’s employment letter agreement

dated May 8, 2023, as amended on February 2, 2026, a letter agreement dated April 19, 2026, and the side letter dated September 3,

2026, copies of which will be filed as exhibits to USAR’s Quarterly Report on Form 10-Q for the quarter ended September 30,

2026.

In connection with the appointments

of Mr. Moraitis and Mr. Davis, each has entered into a customary indemnification agreement with the Company. None of Mr. Moraitis or Mr.

Davis have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On September 4, 2026, USAR issued a press release announcing the closing

of the Merger, a copy of which is being furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information provided under

this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed”

with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended,

or the Securities Act.

Item 8.01. Other Events.

Lock-Up Agreements

In accordance with the Merger Agreement, at the closing of the Merger,

each SVRE Shareholder and certain employees and consultants of SVRE and its subsidiaries entered into a lock-up agreement with USAR substantially

in the form attached to the Merger Agreement (the “Lockup Agreement”) pursuant to which, among other things, such persons

have agreed not to transfer a portion of the USAR Shares received as Merger Consideration pursuant to the Merger Agreement for a specified

period following the closing of the Merger, or until USAR completes a liquidation, merger, capital stock exchange, reorganization or other

similar transaction that results in all of USAR’s stockholders having the right to exchange their shares for cash, securities or

other property, as applicable, following the closing of the Merger, and subject to certain customary transfer exceptions. Under the Lockup

Agreement, one-third of the USAR Shares received by each such person are subject to a 90-day lock-up period following the closing of the

Merger, one-third are subject to a 180-day lock-up period following the closing of the Merger, and one-third are not subject to any lock-up

restrictions. The specific terms are set forth in the form of Lockup Agreement attached as Exhibit A to the Merger Agreement, a copy of

which is attached as Annex A to the definitive proxy statement filed on Schedule 14A on July 24, 2026.

Item 9.01. Financial Statements and

Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of SVRE required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.2.

(b) Pro forma financial information. The

pro forma financial information required by Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 hereto.

(d) Exhibits:

The following exhibits are attached with this current

report on Form 8-K:

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, dated April 19, 2026, by and among USAR, SVRE, Merger Sub and Serra Verde Rare Earths Ltd., as the Seller Representative (incorporated by reference to Exhibit 2.1 to USAR’s Current Report on Form 8-K filed on April 20, 2026)

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated July 16, 2026 (incorporated by reference to Exhibit 2.1 to USAR’s Current Report on Form 8-K filed on July 16, 2026)

2.3

Amendment No. 2 to Agreement and Plan of Merger, dated September 3, 2026

10.1

Registration Rights Agreement, dated September 3, 2026, by and among USAR, Serra Verde Rare Earths Ltd., as the Seller Representative, and certain SVRE shareholders

10.2

Board Appointment Agreement, dated September 3, 2026, by and between USAR and VB (Rare Earths) Limited

99.1

Press Release, dated September 4, 2026, announcing the closing of the Merger

99.2

Audited financial statements of SVRE Holdings Ltd. for the years ended December 31, 2025 and 2024 (incorporated by reference to Exhibit 99.3 to USAR’s Current Report on Form 8-K filed on May 13, 2026)

99.3

Unaudited pro forma condensed combined financial information of USAR as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The annexes schedules, and certain exhibits to this Exhibit

have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any

omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA Rare Earth, Inc.

Date: September 4, 2026

By:

/s/ Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

Chief Legal Officer

EX-2.3 — AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, DATED SEPTEMBER 3, 2026

EX-2.3

Filename: ea030400101ex2-3.htm · Sequence: 2

Exhibit 2.3

AMENDMENT NO. 2 TO

AGREEMENT

AND PLAN OF MERGER

This Amendment No. 2 to Agreement

and Plan of Merger (this “Amendment”), dated as of September 3, 2026, is entered into by and among (i) USA Rare Earth,

Inc., a Delaware corporation (“Parent”), (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated

under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of Parent (“Merger Sub”), (iii)

SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands (the “Company”),

and (iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its

capacity as the representative of the Company Shareholders (the “Seller Representative”).

WHEREAS, the parties hereto

are parties to that certain Agreement and Plan of Merger, dated as of April 19, 2026 (as amended, supplemented or otherwise modified from

time to time, the “Merger Agreement”);

WHEREAS, pursuant to and in

accordance with Section 10.11 of the Merger Agreement, the Merger Agreement may be amended or modified by a written instrument executed

by Merger Sub, Parent, the Company and the Seller Representative; and

WHEREAS, the Parties desire

to amend the Merger Agreement as set forth in this Amendment to clarify and adjust certain transactions and other matters related to Closing.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto

agree as follows:

Section 1 Definitions. Capitalized terms

used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement unless otherwise indicated.

Section 2 Amendment to the Merger Agreement.

A. Amendment to Section 1.2(a) of the Merger Agreement. Section 1.2(a) of the Merger Agreement is

hereby amended and restated in its entirety to read as follows:

(a) Treatment

of DFC Warrants. Immediately prior to the Closing, each DFC Warrant shall be cancelled and converted on a cashless exercise basis

(i.e., net of any applicable exercise price for such DFC Warrants) into the right of such holder of such DFC Warrant to receive (A) the

portion of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance with the Funds Flow, and (B) the

portion of Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of such DFC Warrants in accordance

with the Funds Flow; provided that (x) in no event shall the portion of the Aggregate Cash Merger Consideration and the portion of the

Aggregate Stock Merger Consideration to be received by DFC in accordance with the Funds Flow be less than the portion of the Aggregate

Cash Merger Consideration and the portion of the Aggregate Stock Merger Consideration that would have been received by DFC had the DFC

Warrants been exercised and converted into Shares immediately prior to the Closing, and (y) the cancellation of the DFC Warrants shall

not adversely affect the non-economic rights that would have been received by DFC under this Agreement and the Warrant Documentation (as

such term is defined under the Retained Finance Agreement) had the DFC Warrants been exercised and converted into Shares immediately prior

to the Closing. The Parties intend for this conversion to be treated for U.S. federal income tax purposes as the exercise and conversion

of the DFC Warrants into Shares immediately prior to the Closing, followed by the cancellation of such Shares in exchange for a right

to receive Merger Consideration.

B. Amendment to Section 1.3(a) of the Merger Agreement. Section 1.3(a) of the Merger Agreement is

hereby amended by deleting the language indicated with bold strikethrough and adding the language indicated with

bold, italic, underlining as follows:

(a) Conversion

of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or

the Company Shareholders, each Share issued and outstanding as of immediately prior to the Effective Time shall be canceled and extinguished

and, after giving effect to the Orion Payment, and the exercise cancellation

and conversion of the DFC Warrants contemplated by Section 1.2(a) and the exercise of the

Company Shareholder Warrants contemplated by Section 1.2(b), each holder of Shares shall be entitled to receive,

at the Closing, (A) a payment by wire transfer of immediately available funds to the account(s) designated by the Company in the Closing

Payment Certificate, of the portion of the Aggregate Cash Merger Consideration such holder is entitled to receive in accordance with the

Funds Flow, which amounts shall be calculated in accordance with the Charter, applicable Law and any Contracts or other agreements governing

or otherwise applicable to the preparation of the Funds Flow and (B) the portion of the Aggregate Stock Merger Consideration such holder

is entitled to receive in accordance with the Funds Flow, which amounts shall be calculated in accordance with the Charter, applicable

Law and any Contracts or other agreements governing or otherwise applicable to the preparation of the Funds Flow, in each case without

any deduction, offset or withholding except as expressly required pursuant to Section 1.7.

C. Amendment to Section 1.3(e)(i) of the Merger Agreement. Section 1.3(e)(i) of the Merger Agreement

is hereby amended by deleting the language indicated with bold strikethrough as follows:

(e) Treatment of Company Options.

(i) At the Effective Time, each Company Option that is not a Performance-Vesting Option, shall automatically,

without any action by Parent, the Company or any holder of such Company Option, become fully-vested and then cancelled and converted on

a cashless exercise basis (i.e. net of any applicable exercise price for such Company Options) into the right of such holder of such Company

Option to receive (A) the portion of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance with the

Funds Flow, and (B) the portion of Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of such Company

Options in accordance with the Funds Flow, in each case, subject to any applicable Tax withholdings and deductions in accordance with

Section 1.7. The consideration payable pursuant to clause (A) shall be funded by the Paying Agent but remitted

through the payroll system of the Company or a Company Subsidiary, as applicable, with the first payroll payments processed after ten

(10) Business Days following the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the

Effective Time. The consideration payable pursuant to clause (B) above shall be issued no later than ten (10) Business Days following

the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time.

D. Amendment to Section 1.3(f) of the Merger Agreement. Section 1.3(f) of the Merger Agreement is

hereby amended by deleting the language indicated with bold strikethrough as follows:

(f) Treatment of Company RSUs. At the Effective Time, each Company RSU, whether vested or unvested,

shall automatically, without any action by Parent, the Company or any holder of such Company RSU, become fully vested and then

cancelled and converted into the right of such holder of such Company RSU to receive (A) the portion of Aggregate Cash Merger Consideration

that such holder is entitled to receive in accordance with the Funds Flow, and (B) the portion of Aggregate Stock Merger Consideration

that such holder is entitled to receive in respect of such Company RSUs in accordance with the Funds Flow, in each case, subject to any

applicable Tax withholdings and deductions in accordance with Section 1.7. The consideration payable pursuant to clauses (A)

shall be funded by the Paying Agent but remitted through the payroll system of the Company or a Company Subsidiary,

as applicable, with the first payroll payments processed after ten (10) Business Days following the later of the date the holder delivers

an executed Equity Award Acknowledgment to the Company and the Effective Time. The consideration payable pursuant to clause (B)

above shall be issued no later than ten (10) Business Days following the later of the date the holder delivers an executed Equity Award

Acknowledgment to the Company and the Effective Time.

E. Amendment to Section 1.3(g) of the Merger Agreement. Section 1.3(g) of the Merger Agreement is

hereby amended by deleting the language indicated with bold strikethrough as follows:

(g) Treatment of Company SARs. At the Effective Time, each Company SAR, whether vested or unvested,

shall automatically, without any action by Parent, the Company or any holder of such Company SAR, become fully vested and then cancelled

and converted on a cashless exercise basis (i.e. net of the applicable reference price for such Company SARs) into the right of such holder

of such Company SAR to receive (A) the portion of Aggregate Cash Merger Consideration that such holder is entitled to receive in accordance

with the Funds Flow, and (B) the amount of Aggregate Stock Merger Consideration that such holder is entitled to receive in respect of

such Company SARs in accordance with the Funds Flow, in each case, subject to any applicable Tax withholdings and deductions in accordance

with Section 1.7. The consideration payable pursuant to clause (A) shall be funded by the Paying Agent but remitted

through the payroll system of the Company or a Company Subsidiary, as applicable, with the first payroll payments processed after ten

(10) Business Days following the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the

Effective Time. The consideration payable pursuant to clause (B) above shall be issued no later than ten (10) Business Days following

the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective Time.

F. Amendment to Section 1.4(a) of the Merger Agreement. Section 1.4(a)(iii) of the Merger Agreement

is hereby amended by deleting the language indicated with bold strikethrough and adding the language indicated

with bold, italic, underlining as follows:

(a) Closing Payment Certificate.

Not more than ten (10) Business Days (but at least five (5) Business Days) prior to the Closing Date, the Company shall prepare in good

faith and deliver to Parent a certificate (the “Closing Payment Certificate”), setting forth (i) the Company’s

calculation of (A) the Merger Consideration, (B) the Aggregate Cash Merger Consideration, (C) the Aggregate Stock Merger Consideration,

and (D) the Orion Payment; and (ii) a funds flow memorandum setting forth payment instructions and call back information with respect

to each payment to be made pursuant to this Agreement or otherwise by or for the benefit of the Company on the Closing Date, together

with a signed letter on each payment recipient’s letterhead which references the applicable wire instructions set forth in the Funds

Flow and includes a call-back person (other than the signatory of such letter) which letter, in respect of any recipient of transaction

expenses, provides that upon payment of such amount, all amounts due to such payee by the Company for services rendered in connection

with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby (whether rendered prior to

or after the Closing) shall be paid in full; (iii) the aggregate amount (including of the Aggregate Cash Merger Consideration

and the Aggregate Stock Merger Consideration) to be paid to Orion, the holder(s) of DFC Warrants, each

Company Shareholder and each Company Equity Award Holder at Closing in accordance with this Agreement, and

the amount of any Amounts Due (as defined in that certain Warrant Acknowledgment and Cancellation Agreement to be entered into among Parent,

the Company and DFC (the “Warrant Acknowledgment and Cancellation Agreement”)); (iv) with respect to each Company

Option, the number of Shares subject thereto, the number of Shares subject thereto that are vested and unvested (including the number

of unvested shares underlying the Performance-Vesting Option (assuming 100% achievement of the Balanced Performance Index (as defined

in the award agreement evidence such Performance-Vesting Option), the vesting schedule, the exercise price, the Tax status of such Company

Option, and whether the holder thereof is an Accredited Investor; (v) with respect to each Company RSU, the number of Shares subject thereto,

the number of Shares subject thereto that are vested and unvested, the vesting schedule; (vi) with respect to each Company SAR, the number

of stock appreciation rights granted thereto, the number of stock appreciation rights that are vested and unvested, the vesting schedule,

the reference price, and the Tax status of such Company SAR; and (vii) each Company Shareholder’s Pro Rata Share. The Company shall

deliver supporting calculations and documentation of such calculations concurrently with the delivery of such Closing Payment Certificate

(the foregoing clauses (ii) through (vii), the “Funds Flow”). The Funds Flow shall be prepared in accordance with this

Agreement, the Charter, the Orion Agreement, the DFC Warrants, the Warrant Acknowledgment and Cancellation Agreement,

applicable Law and any Contracts or other agreements governing or otherwise applicable to the preparation of the Funds Flow, and shall

be in form and substance consistent with Exhibit G (as adjusted for any changes to the information therein occurring between the

date of this Agreement and the Closing Date permitted by this Agreement). Parent shall have the right to review and comment on the Closing

Payment Certificate and Funds Flow, and the Company shall consider in good faith any such comments and shall incorporate any comments

that correctly identify any inconsistency between the Closing Payment Certificate or the Funds Flow and this Agreement, the Charter, or

the Orion Agreement or the DFC Warrants or the Warrant Acknowledgment and Cancellation Agreement. The

Company shall consult with Parent and its accountants with respect to the preparation of the Closing Payment Certificate. Notwithstanding

anything to the contrary set forth herein, in no event shall the aggregate Merger Consideration paid at the Effective Time exceed an amount

equal to the Merger Consideration. An illustrative Funds Flow is attached here to as Exhibit G. Not more than ten (10) Business

Days (but at least five (5) Business Days) prior to the Closing Date, the Company shall deliver to Parent a written notice setting forth

good faith estimates of (1) the amount of Cash held by the Company and its Subsidiaries as of the Closing and (2) the amount of outstanding

Indebtedness incurred by the Company and its Subsidiaries as of the Closing

G. Amendment to Section 1.6(b) of the Merger Agreement. Section 1.6(b) of the Merger Agreement is

hereby amended by deleting the language indicated with bold strikethrough and by adding the language indicated

with bold, italic, underlining as follows:

(b) Payment

of Merger Consideration. At the Closing, Parent shall: (A) (i) deposit with the Paying Agent

an amount equal to the portion of the Aggregate Cash Merger Consideration payable to Company Shareholders,

holder(s) of the DFC Warrants, Orion and Company Equity Award Holders who are not employees or former employees of the Company or any

Company Subsidiarywith the Paying Agent, and (ii) deposit with the Paying Agent the portion of

the Aggregate Stock Merger Consideration issuable to Company Shareholders, holder(s) of the DFC Warrants, Orion and Company Equity

Award Holders who are not employees or former employees of the Company or any Company Subsidiarywith the Paying Agent,

in each case, which Parent shall cause the Paying Agent to pay to the Company Shareholders, Company Equity Award Holders who

are not employees or former employees of the Company or any Company Subsidiary, holder(s) of the DFC Warrants and Orion, in

accordance with the Funds Flow, this Agreement and the Paying Agent Agreement and (B) (i) pay, or cause to be paid through the

payroll system of the Surviving Company or a Company Subsidiary, as applicable, with the first payroll payments processed after ten (10)

Business Days following the later of the date the holder delivers an executed Equity Award Acknowledgment to the Company and the Effective

Time, the portion of the Aggregate Cash Merger Consideration payable to the Company Equity Award Holders who are employees or former employees

of the Company or any Company Subsidiary in accordance with Section 1.3, including subject to any applicable Tax withholdings and deductions

in accordance with Section 1.7, and (ii) instruct its transfer agent to issue and hold for the benefit of the Company Equity Award Holders

who are employees or former employees of the Company or any Company Subsidiary the portion of the Aggregate Stock Merger Consideration

issuable to the Company Equity Award Holders in accordance with Section 1.3, including subject to any applicable Tax withholdings and

deductions in accordance with Section 1.7, no later than ten (10) Business Days following the later of the date the holder delivers an

executed Equity Award Acknowledgment to the Company and the Effective Time, in each case in accordance with the Funds Flow, this Agreement

and the Paying Agent Agreement.

H. Amendment to Section 4.1(vii) of the Merger Agreement. Section 4.1(vii) of the Merger Agreement

is hereby amended by deleting the language indicated with bold strikethrough and adding the language indicated

with bold, italic, underlining as follows:

(vii) (A) issue, sell, pledge, dispose

of, encumber or transfer any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants,

options or other rights to acquire equity securities, of the Company or any Company Subsidiary, (B) amend any term of any such equity

security, or (C) issue, sell, grant, amend, modify or accelerate the vesting of, any Company Equity Award or any other option, warrant,

right, restricted stock unit or other equity award, in each case, except for the initial issuance of the DFC Warrants and the cancellation

and conversion of the same in accordance with Section 1.2(a);

I. Amendment to Section 4.17 of the Merger Agreement. Section 4.17 of the Merger Agreement is hereby

amended by adding the following new subsection (c):

that the Incremental Loan (as defined in the Retained Finance Agreement) will not be transferred to, or assumed by, Merger Sub in connection

with, or as a result of, the Merger or any of the other transactions contemplated by this Agreement, and the Incremental Loan shall not,

at any time, constitute an obligation or instrument of Merger Sub. In connection with the foregoing, prior to the Closing and in accordance

with, and subject to the terms of, the Warrant Acknowledgment and Cancellation Agreement, (i) all Amounts Due (as defined in the Warrant

Acknowledgment and Cancellation Agreement) shall be paid in cash by the Company and (ii) the outstanding principal amount of the Incremental

Loan shall be deemed repaid in full and all obligations of the Company in respect thereof shall be deemed irrevocably satisfied and discharged.

J. Amendment to Section 10.1 of the Merger Agreement. Section 10.1 of the Merger Agreement is hereby

amended by adding the language indicated with bold, italic, underlining as follows:

10.1 No

Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective

successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal

or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, that (a)

any Person that is not a party to this Agreement but, by the terms of Section 5.2, Section 9.3, or Section 9.4 is

entitled to indemnification, release or waiver, as applicable, shall be considered a third party beneficiary of this Agreement, with full

rights of enforcement as though such Person was a signatory to this Agreement and (b) with respect to Section 1.2(a), DFC shall

be considered a third party beneficiary, with full rights of enforcement as though DFC was a signatory to this Agreement.

Notwithstanding anything herein to the contrary, in the event this Agreement is validly terminated pursuant to Article VII, the

rights granted pursuant to this Section 10.1 and the provisions of Section 7.2 with respect to the recovery of damages based

on the losses suffered by the holders of Shares (including the loss of the economic benefit of the transactions contemplated by this Agreement

to the holders of Shares) shall only be enforceable on behalf of the holders of Shares by the Company in its sole and absolute discretion,

as agent for the holders of Shares, it being understood and agreed that any and all interests in the recovery of such losses or any such

claim shall attach to the Shares and subsequently be transferable therewith and, consequently, any damages, settlements, awards or other

amounts recovered or received by the Company with respect to such losses or claims (net of expenses incurred by the Company in connection

therewith or in connection with the entry into and negotiation of this Agreement or any of the transactions contemplated by this Agreement)

may, among other things, and in the Company’s sole and absolute discretion: (i) be distributed, in whole or in part, by the Company

to the record holders of the Shares as of any date determined by the Company in its sole and absolute discretion or (ii) be retained by

the Company for the use and benefit of the Company on behalf of holders of Shares in any manner the Company deems fit in its sole and

absolute discretion.

Section 3 No Other Amendments; Ratification.

Except as expressly provided in this Amendment, all of the terms and provisions of the Merger Agreement are and shall remain in full force

and effect and are hereby ratified and confirmed by the parties hereto. The amendments contained herein shall not be construed as an amendment

to or waiver of any other provision of the Merger Agreement or as a waiver of or consent to any further or future action on the part of

any party that would require the waiver or consent of any other party.

Section 4 Effect of Amendment. On and after

the date of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,”

“herein” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as

amended by this Amendment. In the event of any inconsistency between the terms of this Amendment and the terms of the Merger Agreement,

the terms of this Amendment shall control.

Section 5 Incorporation by Reference. The

provisions of Article X (Miscellaneous) of the Merger Agreement shall, to the extent not already set forth in this Amendment, apply mutatis

mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting

the terms as modified hereby.

Section 6 Counterparts. This Amendment

may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one

and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission shall be

effective as delivery of a manually executed counterpart of this Amendment.

* * * * *

IN WITNESS WHEREOF,

the parties hereto have executed this Amendment as of the date first above written.

PARENT:

USA RARE EARTH, INC.

By:

/s/ William Robert Steele, Jr.

Name:

William Robert Steele, Jr.

Title:

Chief Financial Officer

MERGER SUB:

MIDDLEBURY MERGER SUB LTD.

By:

/s/ William Robert Steele, Jr.

Name:

William Robert Steele, Jr.

Title:

Chief Financial Officer

[Signature Page to Amendment

No. 2 to Agreement and Plan of Merger]

IN WITNESS WHEREOF,

the parties hereto have executed this Amendment as of the date first above written.

THE COMPANY:

SVRE HOLDINGS LTD.

By:

/s/ Justin Stewart Machin

Name:

Justin Stewart Machin

Title:

Director

THE SELLER REPRESENTATIVE:

SERRA VERDE RARE EARTHS LTD.,

solely in its capacity as the Seller Representative hereunder

By:

/s/ Justin Machin

Name:

Justin Machin

Title:

Authorized Person

[Signature Page to Amendment

No. 2 to Agreement and Plan of Merger]

EX-10.1 — REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND AMONG USAR, SERRA VERDE RARE EARTHS LTD., AS THE SELLER REPRESENTATIVE, AND CERTAIN SVRE SHAREHOLDERS

EX-10.1

Filename: ea030400101ex10-1.htm · Sequence: 3

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

USA RARE EARTH, INC.,

AND

THE STOCKHOLDERS PARTY HERETO

Dated as of September 3, 2026

TABLE OF CONTENTS

Page

Article I Resale Registration

Section 1.1

Resale Registration Statement

Section 1.2

Sufficient Number of Shares Registered

Section 1.3

Effectiveness Period

Section 1.4

Subsequent Shelf Registration

Section 1.5

Supplements and Amendments

Section 1.6

Subsequent Holder Notice

Section 1.7

Allowable Delays

Section 1.8

Rule 415; Cutback

Section 1.9

Requests for Underwritten Shelf Registration Takedowns

Section 1.10

Reduction in Underwritten Offering

Section 1.11

Withdrawal

Section 1.12

Block Trade

Section 1.13

Aggregate Yearly Limit

Article II Company Registration

Section 2.1

Notice of Registration

Section 2.2

Underwriting

Section 2.3

Right to Terminate Registration

Article III Additional Provisions Regarding Registration Rights

Section 3.1

Registration Procedures

Section 3.2

Limitation on Subsequent Registration Rights

Section 3.3

Expenses of Registration

Section 3.4

Information by Holders

Section 3.5

Rule 144 Reporting

Section 3.6

“Market Stand-Off” Agreement

Section 3.7

Insider Trading Policy

Section 3.8

Removal of Legends.

Article IV Indemnification

Section 4.1

Indemnification by Company

Section 4.2

Indemnification by Holders

Section 4.3

Notification

Section 4.4

Contribution

Article V Termination of Registration Rights

Section 5.1

Termination of Registration Rights

Article VI Miscellaneous

Section 6.1

Counterparts

Section 6.2

Governing Law; Waiver of Jury Trial.

Section 6.3

Entire Agreement; No Third Party Beneficiary

Section 6.4

Expenses

Section 6.5

Notices

Section 6.6

Successors and Assigns

Section 6.7

Headings

Section 6.8

Amendments and Waivers

Section 6.9

Interpretation; Absence of Presumption

Section 6.10

Severability

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT

(this “Agreement”) is entered into as of September 3, 2026, by and among USA Rare Earth, Inc., a Delaware corporation

(“Company”), and the stockholders listed on Schedule A hereto (collectively, the “Holders”

and each individually, a “Holder”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit

WHEREAS, the Company is a

party to that certain Agreement and Plan of Merger, dated as of April 19, 2026 (as amended, supplemented or otherwise modified from time

to time, the “Merger Agreement”), by and among the Company, Middlebury Merger Sub Ltd., a business company limited

by shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned subsidiary of the Company (“Merger

Sub”), SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands (“SVRE”),

and the Seller Representative, pursuant to which, among other things, on the date hereof, Merger Sub merged with and into SVRE, with SVRE

continuing on as the surviving entity and an indirect, wholly owned subsidiary of the Company, on the terms and conditions set forth therein

(the “Transactions”);

WHEREAS, on or about the date

hereof, pursuant to the Merger Agreement, the Holders are receiving common stock, par value $0.0001 per share, of the Company (the “Transaction

Shares”); and

WHEREAS, in connection with

the consummation of the Transactions and as a condition to each of the parties’ obligations under the Merger Agreement, the parties

hereto desire to enter into this Agreement for the purpose of granting certain registration and other rights to the Holders on the terms

and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration

of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article

Resale Registration

Section 1.1 Resale

Registration Statement. The Company shall file on the first (1st) Business Day after the date hereof (the “Filing

Deadline”) a Shelf Registration Statement covering the sale or distribution from time to time by the Holders, on a delayed

or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (except if the

Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form

S-1 or another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in

accordance with any reasonable method of distribution elected by the Qualified Holders) (the “Resale Registration

Statement” and, such registration, the “Resale Registration”), and the Company shall use its reasonable

best efforts to cause such Resale Registration Statement to be declared effective by the Commission as promptly as reasonably

practicable after the filing thereof, but in any event no later than the earlier of (a) the date that is seventy five (75) days

after the filing of such Resale Registration Statement if the Commission notifies the Company that it will “review” the

Resale Registration Statement and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing,

whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to

further review (the earlier of such dates, the “Effectiveness Deadline”). Such Registration Statement shall not

include any shares of Common Stock or other securities for the account of any other holder of securities of the Company without the

prior written consent of the Qualified Holders.

Section 1.2 Sufficient Number of Shares Registered. In the event the number of shares available under the Shelf Registration Statement

at any time is insufficient to cover all of the Registrable Securities, the Company shall, to the extent necessary and permissible, promptly

amend the Shelf Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements

thereunder, a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably

practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises (the “New Registration

Filing Deadline”). The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement

become effective as soon as reasonably practicable following the filing thereof but no later than the earlier of (a) the seventy fifth

(75th) calendar day following the initial filing date of the New Registration Statement if the SEC notifies the Company that it will “review”

the New Registration Statement and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever

is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject to further review

(the earlier of such dates, the “New Registration Effectiveness Deadline”).

Section 1.3 Effectiveness

Period. Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its reasonable

best efforts to cause the Resale Registration Statement and any New Registration Statement to be continuously effective and usable until

such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

Section 1.4 Subsequent

Shelf Registration. If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during

the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again

become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of

such Shelf Registration), and in any event shall within thirty (30) days of such cessation of effectiveness, amend such Shelf

Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf

Registration or, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to

be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by

Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration

is filed, the Company shall use its reasonable best efforts to (a) cause such Subsequent Shelf Registration to become effective

under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is

seventy five (75) days after such Subsequent Shelf Registration is filed and (b) keep such Subsequent Shelf Registration (or

another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf

Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form, and

otherwise on Form S-1, and if the Company is a WKSI as of the filing date, such Registration Statement shall be an Automatic Shelf

Registration Statement. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the

registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution

elected by the Qualified Holders.

Section 1.5 Supplements and Amendments. The Company shall supplement and amend any Shelf Registration if required by the rules, regulations

or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act

or as reasonably requested by the Qualified Holders covered by such Shelf Registration.

Section 1.6 Subsequent

Holder Notice. If a Person becomes a Holder of Registrable Securities after a Shelf Registration becomes effective under the Securities

Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming

a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a

“Subsequent Holder Notice”):

(a) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective

amendment to the Shelf Registration so that such Holder is named as a selling securityholder in the Shelf Registration and the related

prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance

with applicable law, provided, however, that the Company shall not be required to file more than one post-effective amendment

or a supplement to the related prospectus for such purpose in any forty-five (45) day period;

(b) if, pursuant to Section 1.6(a), the Company shall have filed a post-effective amendment to the Shelf Registration that is

not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities

Act as promptly as is reasonably practicable, but in any event by the date that is seventy five (75) days after the date such post-effective

amendment is required by Section 1.6(a) to be filed; and

(c) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective

amendment filed pursuant to Section 1.6(a).

Section 1.7 Allowable

Delays. On no more than two occasions and for not more than thirty (30) consecutive days or for a total of not more than sixty

(60) days in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement,

in the event that the Company determines in good faith and upon advice of legal counsel that such suspension is necessary to (A)

delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the

good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration

Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the

case of the prospectus in light of the circumstances under which they were made, not misleading (an “Allowed

Delay”); provided, that the Company shall promptly (a) notify each Holder in writing of the commencement of an Allowed

Delay, but shall not (without the prior written consent of a Holder) disclose to such Holder any material non-public information

giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement until the end

of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Each

Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive

notices from the Company otherwise required by this Section 1.8; provided, however, that such Holder may later revoke any

such Opt-Out Notice in writing, which shall be effective five (5) Business Days after the receipt thereof. Following receipt of an

Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notices pursuant to Section 3.1 to

such Holder and such Holder shall no longer be entitled to the rights associated with any such notice.

Section 1.8 Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities

in any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the

Securities Act (provided, however, the Company shall be obligated to use reasonable best efforts to advocate with the SEC for the registration

of all of the Registrable Securities) or requires any Holder to be named as an “underwriter,” the Company shall (i) promptly

notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering

contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer”

as defined in Rule 415 and that none of the Holders is an “underwriter.” The Holders shall have the right to select one legal

counsel designated by the Holders, at such Holders’ expense, to review and oversee any registration or matters pursuant to this

Section 1.9, including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on

any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to

the SEC to which such Holders’ counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts

and compliance with the terms of this Section 1.9, the SEC refuses to alter its position, the Company shall (i) remove from such Registration

Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations

on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the

requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not name

any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder (provided

that, in the event a Holder withholds such consent, the Company shall have no obligation hereunder to include any Registrable Securities

of such Holder in any Registration Statement covering the resale thereof until such time as the SEC no longer requires such Holder to

be named as an “underwriter” in such Registration Statement or such Holder otherwise consents in writing to being so named).

Any cut-back imposed on the Holders pursuant to this Section 1.9 shall be allocated among the Holders on a pro rata basis and shall be

applied first to any of the Registrable Securities of such Holder as such Holder shall designate, unless the SEC Restrictions otherwise

require or provide or the Holders otherwise agree. The Company’s obligations under this Article I with respect to any Cut Back

Shares shall be suspended until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with

any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”); from and

after such Restriction Termination Date, all of the provisions of this Article I (including the Company’s obligations with respect

to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration Statement declared

effective within the time periods set forth herein) shall again be applicable to such Cut Back Shares; provided, however, that the date

by which the Company is required to file the Registration Statement with respect to such Cut Back Shares shall be the tenth (10th) day

following the Restriction Termination Date and the date by which the Company is required to have the Registration Statement effective

with respect to such Cut Back Shares shall be the seventy fifth (75th) calendar day immediately after the Restriction Termination Date.

Section 1.9 Requests for Underwritten Shelf Registration Takedowns. At any time and from time to time when an effective Shelf Registration

is on file with the Commission, Qualified Holders holding a Demanding Percentage (in each such case, the “Demanding Holders”)

may request to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the

Shelf Registration (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect

an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either

individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $100

million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written

notice to the Company, specifying the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.

The Company shall give written notice of the proposed filing of such Underwritten Shelf Takedown to all of the Qualified Holders of Registrable

Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Underwritten Shelf Takedown,

which notice shall offer to all of the Qualified Holders of Registrable Securities the opportunity to include in such registered offering

such number of Registrable Securities as such Qualified Holders may request in writing within five (5) days after receipt of such written

notice (with each Qualified Holder requesting inclusion in such Shelf Takedown, a “Requesting Holder”). The Demanding Holders

shall have the right to select the lead managing Underwriter for such offering (which shall consist of one or more reputable nationally

recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or

delayed). The Company shall have the right to select any co-managing Underwriters for such offering, subject to the Demanding Holders’

prior approval (which shall not be unreasonably withheld, conditioned or delayed). Subject to Section 1.12, the Qualified Holders

may demand not more than three (3) Underwritten Shelf Takedowns pursuant to this Section 1.9 in any twelve (12) month period (the

“Yearly Limit”); provided, however, that (i) any Underwritten Shelf Takedown that is not consummated for any reason

other than the voluntary withdrawal by the Demanding Holders (without cause attributable to the Company or its underwriters) shall not

count against the Yearly Limit, (ii) if the Holders are unable to sell at least 75% of the Registrable Securities requested to be included

in an Underwritten Shelf Takedown due to a cutback pursuant to Section 1.10, such Underwritten Shelf Takedown shall not count against

the Yearly Limit, and (iii) no individual Qualified Holder (or its Affiliates) may demand more than one Underwritten Shelf Takedown pursuant

to this Section 1.9 in any twelve (12) month period.

Section 1.10 Reduction in Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good

faith, advises the Company, the Demanding Holders, the Requesting Holders (if any) that the dollar amount or number of Registrable Securities

that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or

other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that

have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights

held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten

Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success

of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),

then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities

proposed to be sold by Company or by other holders of shares of Common Stock or other equity securities, the Registrable Securities of

the Demanding Holders and Requesting Holders (pro rata based on the respective number of Registrable Securities that each such Holder

has requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

Section 1.11 Withdrawal.

Prior to the filing of the applicable “red herring” Prospectus or Prospectus supplement used for marketing such Underwritten

Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten

Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and

the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown provided that the Requesting

Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied

by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Requesting Holders. If withdrawn, a demand

for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for

purposes of Section 1.10, unless (x) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such

Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on

the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown)

or (y) such withdrawal is the result of a suspension notice as contemplated by Section 3.1(m) or (n). Following the receipt of any Withdrawal

Notice, the Company shall promptly forward such Withdrawal Notice to any other Qualified Holders that had elected to participate in such

Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses

incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 1.12, other than if a Demanding Holder elects

to pay such Registration Expenses.

Section 1.12 Block

Trade. Notwithstanding any other provision of this Article I, at any time and from time to time when an effective Shelf Registration

Statement is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten registered offering not involving

a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering

price reasonably expected to exceed, in the aggregate, either (x) $100 million or (y) all remaining Registrable Securities held by the

Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) business days prior

to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to

facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage

in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request

in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade.

The Company shall give written notice of the proposed Block Trade to all of the Qualified Holders as soon as practicable but not less

than four (4) days before the anticipated filing date of such Block Trade, which notice shall offer to all of the Qualified Holders the

opportunity to include in such Block Trade such number of Registrable Securities as such Qualified Holders may request in writing within

two (2) days after receipt of such written notice (with each Qualified Holder requesting inclusion in such Block Trade, a “Requesting

Holder” and with any reductions in such number of securities to be included in such Block Trade to be governed by Section 1.10).

Prior to the filing of the applicable “red herring” Prospectus or Prospectus supplement used in connection with a Block Trade,

any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter

or Underwriters (if any) of their intention to withdraw from such Block Trade. The Demanding Holder in a Block Trade shall have the right

to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

For the avoidance of doubt, any Block Trade effected pursuant to this Section 1.12 shall not be counted as a demand for an Underwritten

Shelf Takedown pursuant to Section 1.9 and shall not count toward the Yearly Limit.

Section 1.13 Aggregate Yearly Limit. Notwithstanding anything to the contrary in this Agreement, (i) in no event may the number of Block

Trades demanded pursuant to Section 1.12 plus the number of Underwritten Shelf Takedowns demanded pursuant to Section 1.9 exceed

a total of three (3) demands in any twelve (12) month period and (ii) in no event may the number of Block Trades demanded pursuant to

Section 1.12 plus the number of Underwritten Shelf Takedowns demanded pursuant to Section 1.9 by any individual Qualified

Holder (or its Affiliates) exceed one (1) demand in any twelve (12) month period.

Article

Company Registration

Section 2.1 Notice

of Registration. If at any time or from time to time the Company shall determine to file a registration statement with respect to

an offering (or to make an underwritten public offering pursuant to a previously filed registration statement) of its Common Stock, whether

or not for its own account (other than a registration statement on Form S-4, Form S-8 or any successor forms, an Underwritten Shelf Takedown

or a Block Trade), the Company will:

(a) promptly give to the Holders written notice thereof, which notice shall be given, to the extent reasonably practicable, no less

than five (5) Business Days prior to the filing or launch date (except in the case of an offering that is an “overnight offering”,

in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date); and

(b)

subject to Section 2.2, include in such registration or underwritten offering (and any related qualification under blue

sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within ten (10) days after

receipt of such written notice from the Company by the Holders.

Each Holder may deliver written notice (an “Opt-Out

Notice”) to the Company requesting that such Holder not receive notices from the Company otherwise required by this Section 2.1;

provided, however, that such Holder may later revoke any such Opt-Out Notice in writing, which shall be effective five (5) Business Days

after the receipt thereof. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver

any notices pursuant to Section 3.1 to such Holder and such Holder shall no longer be entitled to the rights associated with any such

notice.

Section 2.2 Underwriting. The right of any Holder to registration pursuant to this Article II shall be conditioned upon such

Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided

herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders

distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting

agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the

right to select the underwriters (such underwriting agreement to be in the form negotiated by the Company or such stockholders, as the

case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed

underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise

the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the

offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten

offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering

shall be allocated, (a) first, (i) in the event such offering was initiated by the Company, up to the total number of securities that

the Company has requested to be included in such registration, (ii) in the event such offering was initiated by the holders of securities

(other than the Holders) who have exercised their demand registration rights, up to the total number of securities that such holders of

such securities have requested to be included in such offering, and (iii) in the event such offering was initiated by the Holders who

have exercised their demand registration rights, up to the total number of securities that such Holders of such securities have requested

to be included in such offering, (b) second, and only if all the securities referred to in clause (a) have been included, up to

the total number of securities that the Holders and other holders of securities that have contractual rights to be included in such registration

have requested to be included in such offering (pro rata based upon the number of securities that each of them shall have requested to

be included in such offering) and (c) third, and only if all the securities referred to in clause (b) have been included, all other

securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without

having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom

by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting

shall be withdrawn from such registration.

Section 2.3 Right

to Terminate Registration. The Company or the holders of securities who have caused a registration statement to be filed as contemplated

by this Article II, as the case may be, shall have the right to have any registration initiated by it or them under this Article

II terminated or withdrawn prior to the effectiveness thereof, whether or not any Holder has elected to include securities in such

registration.

Article

III

Additional Provisions Regarding Registration Rights

Section 3.1 Registration Procedures. In the case of each registration effected by the Company pursuant to Article I or Article

II, the Company will keep each Holder participating in such registration reasonably informed as to the status thereof and, at its

expense, the Company will:

(a) prepare and file with the Commission a registration statement with respect to such securities in accordance with the applicable

provisions of this Agreement;

(b) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such registration

statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of

the Securities Act with respect to the disposition of all securities covered by such registration statement (including to permit the intended

method of distribution thereof) and as may be necessary to keep the registration statement continuously effective for the period set forth

in this Agreement;

(c)

furnish to the Holders and to the legal counsel of the Holders participating in such registration copies of the registration statement

proposed to be filed, and provide the Holders and such legal counsel the reasonable opportunity to review and comment on such registration

statement;

(d) furnish to the Holders and to the underwriters of the securities being registered such reasonable number of copies of the registration

statement, preliminary prospectus and final prospectus as such underwriters may reasonably request in order to facilitate the public offering

of such securities;

(e) use

reasonable best efforts to notify the Holders of Registrable Securities covered by such registration statement at any time when a prospectus

relating thereto is required to be delivered under the Securities Act of the Company’s knowledge of the happening of any event

as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material

fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete

in the light of the circumstances then existing, and, subject to Section 3.1(n), at the request of the Holders, prepare promptly

and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so

that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete

in the light of the circumstances then existing;

(f)

use reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities

or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company

shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service

of process in any such states or jurisdictions;

(g)

in the event that the Registrable Securities are being offered in an underwritten public offering, enter into and perform its obligations

under an underwriting agreement on customary terms and in accordance with the applicable provisions of this Agreement;

(h)

in connection with an underwritten public offering, cause its officers to use their reasonable best efforts to support the marketing

of the Registrable Securities covered by such offering (including participation in “road shows” or other similar marketing

efforts);

(i) if such securities are being sold through underwriters, (i) furnish, on the date that such Registrable Securities are delivered

to the underwriters, an opinion, dated as of such date, of the legal counsel representing the Company for the purposes of such registration,

in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any,

and a “negative assurance letter,” dated as of such date, of the legal counsel representing the Company for purposes of such

registration, in form and substance as is customarily given to underwriters and (ii) furnish, on the date of the underwriting agreement

and on the date that the Registrable Securities are delivered to the underwriters, a letter dated as of such date, from the independent

certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants

to underwriters in an underwritten public offering, addressed to the underwriters; and

(j)

use reasonable best efforts to list the Registrable Securities covered by such registration statement with any securities exchange

on which the Common Stock is then listed;

(k)

in connection with a customary due diligence review, make available for inspection by the Holders, any underwriter participating

in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by the Holders or underwriter (collectively,

the “Offering Persons”), all financial and other records, pertinent corporate documents and properties of the Company

and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and

participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or

accountant in connection with such registration statement, subject to customary confidentiality obligations to be agreed with the Offering

Persons;

(l) cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective

counsel in connection with any filings required to be made with FINRA;

(m) as

promptly as is reasonably practicable notify the Holders (i) when the prospectus or any prospectus supplement or post-effective

amendment has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become

effective, (ii) of any request by the Commission or other federal or state governmental authority for amendments or supplements to

such registration statement or related prospectus or to amend or to supplement such prospectus or for additional information, (iii)

of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of

any proceedings for such purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of

the Company or any of its subsidiaries contained in any agreement (including any underwriting agreement contemplated by Section

3.1(g) above) cease to be true and correct or (v) of the receipt by the Company of any notification with respect to the

suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,

or the initiation or threatening of any proceeding for such purpose; and

(n) Each Holder agrees not to use the prospectus or registration statement during any Allowed Delay.

Section 3.2 Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement

granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict

with the rights granted to the Holders herein, without the prior written consent of the Holders. It is agreed that the granting of pro

rata registration rights to any other investor in the Company shall not be considered to conflict with the rights granted to the Holders

herein.

Section 3.3 Expenses

of Registration. All Registration Expenses incurred in connection with any registration pursuant to Article I or Article

II shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne

by the Holders of the registered securities included in such registration.

Section 3.4

Information by Holders. The Holder or Holders of Registrable Securities included in any registration shall furnish to the

Company such information regarding such Holder or Holders and their Affiliates, the Registrable Securities held by them and the distribution

proposed by such Holder or Holders and their Affiliates as the Company may reasonably request in writing and as shall be required in connection

with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of

the Company under Article I or Article II are conditioned on the timely provisions of the foregoing information by such

Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following:

(a) such Holder or Holders will, and will cause their respective Affiliates to, cooperate with the Company in connection with the preparation

of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, such

Holder or Holders will and will cause their respective Affiliates to, provide to the Company, in writing and in a timely manner, for use

in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective

Affiliates and such other information as may be required by applicable law to enable the Company to prepare such registration statement

and the related prospectus covering the applicable Registrable Securities owned by such Holder or Holders and to maintain the currency

and effectiveness thereof;

(b) during such time as such Holder or Holders and their respective Affiliates may be engaged in a distribution of the Registrable

Securities, such Holder or Holders will, and they will cause their Affiliates to, comply with all laws applicable to such distribution,

including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates

to, among other things: (i) not engage in any stabilization activity in connection with the securities of the Company in contravention

of such laws; (ii) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration

statement; and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable

Securities may be offered, or to the offeree if an offer is made directly by such Holder or Holders or their respective Affiliates, such

copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may

be required by such agent, broker-dealer or offeree;

Holder or Holders shall, and they shall cause their respective Affiliates to, permit the Company and its representatives and agents to

examine such documents and records and will supply in a timely manner any information as they may be reasonably requested to provide

in connection with the offering or other distribution of Registrable Securities by such Holder or Holders; and

(d) on

receipt of written notice from the Company of the happening of any of the events specified in Section 3.1(m) or Section 3.1(n),

or that requires the suspension by such Holder or Holders and their respective Affiliates of the distribution of any of the Registrable

Securities owned by such Holder or Holders, then such Holders shall, and they shall cause their respective Affiliates to, cease offering

or distributing the Registrable Securities owned by such Holder or Holders until the offering and distribution of the Registrable Securities

owned by such Holder or Holders may recommence in accordance with the terms hereof and applicable law.

Section 3.5 Rule

144 Reporting. With a view to making available the benefits of Rule 144 to the Holders, the Company agrees that, for so long as a

Holder owns Registrable Securities, the Company will use reasonable best efforts to:

(a)

make and keep public information available, as those terms are understood and defined in Rule 144;

(b)

file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and

(c)

so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by

the Company as to its compliance with the reporting requirements of the Exchange Act.

Section 3.6 “Market

Stand-Off” Agreement. In connection with any underwritten offering of equity securities of the Company, the Company shall

cause each executive officer or director of the Company to agree that it shall not Transfer any shares of Common Stock or other

equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written

consent of the Company, during the ninety (90) day period (or such shorter time agreed to by the managing underwriters) beginning on

the date of pricing of such offering, except (i) to Permitted Transferees, (ii) as expressly permitted in writing by the Company or

(iii) in the event the underwriters managing the offering otherwise consent in writing. Each such Holder agrees to execute a

customary lock-up agreement in favor of the underwriters to such effect (in each case on substantially the same terms and conditions

as all other Holders).

Section 3.7

Insider Trading Policy. So long as any designee or nominee of any Holder or its Affiliate sits on the Board of Directors

of the Company, such Holder shall, and shall cause its Affiliates, to comply with the Company’s insider trading policy, including

by not trading in the Company’s securities during any “black-out” or “closed window” imposed thereunder.

Section 3.8

Removal of Legends.

(a) The Company agrees that following the Unrestricted Date, it will, no later than five (5) trading days following the delivery by

a Holder to the Company or the transfer agent (with a copy to the Company) of certificates representing Registrable Securities with a

Securities Act restrictive legend, together with a written request for the removal of such Securities Act restrictive legend (or if the

Registrable Securities are uncertificated, just a written request for the removal of such Securities Act restrictive legend), use reasonable

best efforts to deliver or cause to be delivered to such Holder one or more certificates representing such Registrable Securities that

are free from all Securities Act restrictive legends. The Company shall use reasonable best efforts to cause its counsel to issue

a legal opinion to the Company’s transfer agent promptly after the Unrestricted Date if required by the transfer agent to effect

the removal of the Securities Act restrictive legend. No Holder shall be required to pay for or deliver any such legal opinion,

and shall only be required to deliver a standard representation letter in connection with a sale or proposed sale under Rule 144.

The Company shall be responsible for the fees of the applicable transfer agent, its legal counsel and all DTC fees associated with such

issuance, including the fees for causing its counsel to deliver a legal opinion, if any, to the transfer agent and Holder shall be responsible

for all other fees and expenses (including any applicable broker fees or transfer taxes). Certificates for Registrable Securities subject

to removal of the Securities Act restrictive legend shall, at the written request of the Holder, be transmitted by the transfer agent

to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as directed by such

Holder.

(b) While any Registrable Securities are issued and outstanding, the Company shall maintain a transfer agent that participates in the

DTC Fast Automated Securities Transfer Program.

Article

Indemnification

Section 4.1 Indemnification

by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration

or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each

Holder, each Holder’s current and former officers, directors, partners and members, and each Person controlling such Holder within

the meaning of Section fifteen (15) of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such

underwriter within the meaning of Section fifteen (15) of the Securities Act (collectively, the “Company Indemnified Parties”),

against all expenses, claims, losses, damages and liabilities, joint or several, (or actions in respect thereof) arising out of or based

on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary

prospectus, offering circular or other document, or any amendment or supplement thereto incident to any such registration, qualification

or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company

of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in connection

with any such registration, and the Company will reimburse each of the Company Indemnified Parties for any reasonable legal and any other

expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action,

as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement

of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which

consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss,

claim, damage, liability or action (a) to the extent that it arises out of or is based upon a violation or alleged violation of any state

or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged

omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished

expressly for use in connection with such registration by or on behalf of any Holder or (b) in the case of a sale directly by a Holder

of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in

a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was

corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to

the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case

in which such delivery is required by the Securities Act.

Section 4.2 Indemnification

by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are

included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws

is being effected, indemnify, severally and not jointly, the Company, each of its directors, officers, partners and members, each

underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company or such

underwriter within the meaning of Section fifteen (15) of the Securities Act, and each other Holder and each of such Holder’s

officers, directors, partners and members and each Person controlling such Holder within the meaning of Section fifteen (15) of the

Securities Act (collectively, the “Holder Indemnified Parties”), against all expenses, claims, losses, damages

and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a

material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or

any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or

alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in

light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation

promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the

Holder Indemnified Parties for any reasonable legal or any other expenses reasonably incurred in connection with investigating,

preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent,

but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such

registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information

furnished to the Company by such Holder and stated to be specifically for use therein, provided, however, that

in no event shall any indemnity under this Section 4.2 payable by a Holder exceed the amount by which the net proceeds

actually received by such Holder from the sale of Registrable Securities included in such registration exceeds the amount of any

other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section

4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected

without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed), nor shall

the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement

or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to

deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the

Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act

Section 4.3 Notification. Each party entitled to indemnification under this Article IV (the “Indemnified Party”)

shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified

Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense

of any such claim or any litigation resulting therefrom, provided, however, that counsel for the Indemnifying Party, who

shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably

be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, further,

however, that an Indemnified Party (together with all other Indemnified Parties) shall have the right to retain one (1) separate

counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the

counsel retained by the Indemnifying Party would be inappropriate due to conflicting interests between such Indemnified Party and any

other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall

relieve the Indemnifying Party of its obligations under this Article IV, only to the extent that, the failure to give such notice

is materially prejudicial or harmful to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense

of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably

withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof

the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

The indemnity agreements contained in this Article IV shall not apply to amounts paid in settlement of any loss, claim, damage,

liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not

be unreasonably withheld or delayed. The indemnification set forth in this Article IV shall be in addition to any other indemnification

rights or agreements that an Indemnified Party may have.

Section 4.4 Contribution. If the indemnification provided for in this Article IV is held by a court of competent jurisdiction

to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any claim, loss, damage, liability or action

referred to therein, then, subject to the limitations contained in Article IV, the Indemnifying Party, in lieu of indemnifying

such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such claim,

loss, damage, liability or action in such proportion as is appropriate to reflect (i) the relative benefits to the Indemnified Party,

on the one hand, and Indemnifying Party, on the other hand, of the registration giving rise to such action and (ii) the relative fault

of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the actions that resulted in such

claims, loss, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of the Indemnifying

Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission to state a material fact related to information supplied by the Indemnifying Party or by the Indemnified

Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or

omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4.4

were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not

take account of the equitable considerations referred to above in this Section 4.4. In no event shall any Holder’s contribution

obligation under this Section 4.4 exceed the amount by which the net proceeds actually received by such Holder from the sale of

Registrable Securities included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and

liabilities that such Holder has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission

or violation. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution

from any Person who was not guilty of such fraudulent misrepresentation.

Article

Termination of Registration Rights

Section 5.1 Termination of Registration Rights. The rights of any particular Holder to cause the Company to register securities under

Article I and Article II shall terminate with respect to such Holder upon the date upon which such Holder no longer holds

any Registrable Securities.

Article

Miscellaneous.

Section 6.1 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same

agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies

of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed

counterparts for purposes of this Section 6.1, provided that receipt of copies of such counterparts is confirmed.

Section 6.2

Governing Law; Waiver of Jury Trial.

(a) This

Agreement shall be governed by, and construed in accordance with, the laws of the state of New York, without giving effect to any choice

of law or conflict of law rules or provisions (whether of the state of New York or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the state of New York.

(b) Any dispute relating hereto shall be heard first in any New York State court, or Federal court of the United States of America,

sitting in New York, and if applicable, any appellate court from any thereof under the laws of the State of New York (each a “Chosen

Court” and collectively, the “Chosen Courts”), and the parties agree to the exclusive jurisdiction and venue

of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on any matter arising

out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable

Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other

Applicable Matter shall be deemed to have arisen from a transaction of business in the state of New York, and each of the foregoing Persons

hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives,

to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such

suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an

inconvenient forum.

(c) Such Persons further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable

Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

(d) Process in any such proceeding may be served on any Person with respect to such Applicable Matters anywhere in the world, whether

within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process

on such party as provided in Section 6.5 shall be deemed effective service of process on such Person.

(e) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT,

TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT

OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 6.3 Entire

Agreement; No Third Party Beneficiary. This Agreement, including the exhibits hereto and the other Transaction Documents (as

defined in the Merger Agreement), contains the entire agreement by and among the parties with respect to the subject matter hereof

and all prior negotiations, writings and understandings relating to the subject matter of this Agreement. Except as provided in Article

IV, this Agreement is not intended to confer upon any Person not a party hereto (or their successors and permitted assigns) any

rights or remedies hereunder.

Section 6.4 Expenses. Except as provided in Section 3.3, all fees, costs and expenses incurred in connection with this Agreement

and the transactions contemplated hereby, including accounting and legal fees shall be paid by the party incurring such expenses.

Section 6.5 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed

to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested,

upon receipt; (b) if sent by nationally recognized overnight air courier, one (1) Business Day after mailing; (c) if sent by e-mail transmission,

with a copy sent on the same day in the manner provided in Section 6.5(a) or (b), when transmitted and receipt is confirmed;

and (d) if otherwise actually personally delivered, when delivered, provided, that such notices, requests, demands and other communications

are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties

to this Agreement:

If to the Company, to:

USA Rare Earth, Inc.

100 W. Airport Road

Stillwater, OK 74075

Attention: Valerie Jacob

Email: legal@usare.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Attention: Steven Stokdyk; David Zaheer

Email: steven.stokdyk@lw.com; david.zaheer@lw.com

if to the Holders: to the address set forth opposite

such Holder’s name on the signature page hereto:

with a copy to (which shall not constitute notice):

Allen Overy Shearman Sterling US LLP

2601 Olive Street, 17th Floor

Dallas, Texas 75201

Attention: Michael Walraven

Email: Michael.Walraven@aoshearman.com

Section 6.6 Successors

and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors

and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto

without the prior written consent of the other parties hereto, provided that each Holder hereunder may assign its rights hereunder

to any Permitted Transferee. Any purported assignment or delegation in violation of this Agreement shall be null and void ab

initio.

Section 6.7 Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference

only and will not affect the meaning or interpretation of this Agreement.

Section 6.8 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing

signed by the Company and each of the Qualified Holders; provided that, to the extent any such modification or amendment effected by the

Company and the Qualified Holders has a material and disparate impact on any Holder, then such modification or amendment may not be affected

without the written consent of such Holder. Any party hereto may, only by an instrument in writing, waive compliance by any other party

or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with.

No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or

partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other

or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision

hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and

are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 6.9 Interpretation; Absence of Presumption.

(a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall

be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith”

and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular

provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs in this Agreement unless otherwise

specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including,

without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or” shall

not be exclusive.

(b) With

regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same have or has been

mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any

such term or condition, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any

term or condition of this Agreement.

Section 6.10 Severability. Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent

jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way

the remaining provisions hereof, provided, however, that the parties will attempt in good faith to reform this Agreement

in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

(Signature pages follow.)

IN WITNESS WHEREOF, the parties have executed this

Registration Rights Agreement as of the date first above written.

USA RARE EARTH, INC.

By:

/s/ William Robert Steele, Jr.

Name:

William Robert Steele, Jr.

Title:

Chief Financial Officer

[Signature

Page to Registration Rights Agreement]

STOCKHOLDERS

Serra Verde Rare Earths Ltd.

By:

/s/ Justin Machin

Name:

Justin Machin

Title:

Director, Serra Verde Rare Earths Ltd.

EMG Fund V SVRE Holdings, LLC

By:

/s/ John Calvert

Name:

John Calvert

Title:

Co-CEO

VB (Rare Earths) Limited

By:

/s/ Harry Alexander Rouillard

Name:

Harry Alexander Rouillard

Title:

Director

MVB Investment Holdings LLC

By:

/s/ Anthony T. Fiore

Name:

Anthony T. Fiore

Title:

President & Secretary of MVB

Investment Holdings LLC

[Signature

Page to Registration Rights Agreement]

OMF Fund III (F) Ltd.

By:

/s/ Istvan Zollei

Name:

Istvan Zollei

Title:

Authorized Signatory

United States International Development Finance Corporation

By:

/s/ Danielle Montgomery

Name:

Danielle Montgomery

Title:

Vice President

/s/ Thrasyvoulos Moraitis

Thrasyvoulos Moraitis

/s/ Scott Lewis

Scott Lewis

/s/ David Ovejero Cienfuegos

David Ovejero Cienfuegos

/s/ Natasa Bircher

Natasa Bircher

/s/ Kevin Thomas-McPhee

Kevin Thomas-McPhee

[Signature Page to Registration

Rights Agreement]

Risk Academy Ltd.

By:

/s/ Alexei Sidorenko

Name:

Alexei Sidorenko

Title:

Director

ByrneIT Ltd.

By:

/s/ Patrick Matthew Byrne

Name:

Patrick Matthew Byrne

Title:

Director

Enemco GmbH

By:

/s/ Markus Noethiger

Name:

Markus Noethiger

Title:

ENEMCO Director

/s/ Juan Manuel Pastor Piccardo

Juan Manuel Pastor Piccardo

/s/ Joe Norville

Joe Norville

/s/ Ian Pearce

Ian Pearce

[Signature Page to Registration

Rights Agreement]

EXHIBIT A

DEFINED TERMS

1. The

following capitalized terms have the meanings indicated:

“Affiliate”

of any Person means any Person, directly or indirectly, controlling, controlled by or under common control with such Person.

“Automatic Shelf

Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Business Day”

means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City

of New York, and on which the Commission is open for business.

“Commission”

means the Securities and Exchange Commission.

“Common Stock”

means the Company’s common stock, par value $0.0001 per share.

“Demanding Percentage”

shall mean at least 10% of the Registrable Securities held by all Holders.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the

Commission thereunder, all as the same shall be in effect from time to time.

“Holder”

means any holder holding Registrable Securities.

“Permitted Transferees”

means persons to whom a holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration

of the applicable lock-up period pursuant to the applicable Lockup Agreement (as defined in the Merger Agreement).

“Person”

means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization,

other legal entity, or any government or governmental agency or authority.

“Qualified Holder” means each of Serra

Verde Rare Earths Ltd., EMG Fund V SVRE Holdings, LLC and VB Rare Earths Limited, including Affiliates of each of them.

“register”,

“registered” and “registration” refer to a registration effected by preparing and filing a registration

statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

A-1

“Registrable

Securities” means (a) the Aggregate Stock Merger Consideration (including any shares of Common Stock hereafter acquired

pursuant to any share holdback or similar arrangement), and (b) any Common Stock or other securities actually issued in respect of

the securities described in clause (a) above or this clause (b) upon any stock split, stock dividend, recapitalization,

reclassification, merger, consolidation or similar event; provided, however, that the securities described in clauses

(a) and (b) above shall only be treated as Registrable Securities until the earliest of: (i) the date on which such security has

been registered under the Securities Act and disposed of in accordance with an effective registration statement relating thereto;

(ii) the date on which such security has been sold pursuant to Rule 144 and the security is no longer a Restricted Security; or

(iii) the date on which all Registrable Securities owned by the Holder thereof may be resold without any volume or manner of sale

restrictions pursuant to Rule 144.

“Registration Expenses”

means all expenses incurred by the Company in complying with Article I and Article II, including, without limitation, all

registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company,

blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration.

“Registration Statement”

means any registration statement of the Company under the Securities Act that covers the resale of any of the Registrable Securities pursuant

to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all

exhibits and all material incorporated by reference in such Registration Statement.

“Restricted Securities”

means any Common Stock required to bear any of the Securities Act restrictive legends set forth in Section 5.7 of the Merger Agreement.

“Rule 144”

means Rule 144 promulgated under the Securities Act and any successor provision.

“Rule 405”

means Rule 405 promulgated under the Securities Act and any successor provision.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or any similar federal statute and

the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses”

means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders.

“Shelf Registration”

means the Resale Registration or a Subsequent Shelf Registration, as applicable.

“Transfer”

shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to

purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent

position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act

with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash

or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

A-2

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten Offering” shall

mean a Registration Statement in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution

to the public.

“Unrestricted Date”

means, with respect to any Registrable Securities, the earliest of the date that (a) a Registration Statement registering the sale of

such Registrable Securities has been declared effective by the Commission, (b) all of the Registrable Securities have been sold pursuant

to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information

required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one (1) year anniversary of the Closing

Date (as defined in the Merger Agreement), provided that (i) the Holder holding such Registrable Securities is not an Affiliate of the

Company, (ii) all of the Registrable Securities may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities

Act without volume or manner-of-sale restrictions and (iii) the Company’s legal counsel has delivered to such Holder a standing

written unqualified opinion that resales of such Registrable Securities may then be made by such Holder pursuant to such exemption, which

opinion shall be in form and substance reasonably acceptable to such Holder.

“WKSI”

means a “well known seasoned issuer” as defined under Rule 405.

2. The

following terms are defined in the Sections of this Agreement indicated:

INDEX OF TERMS

Term

Section

Agreement

Preamble

Applicable Matters

‎Section 6.2(b)

Chosen Court

‎Section 6.2(b)

Company

Preamble

Company Indemnified

Parties

‎Section 4.1

Effectiveness Period

‎Section 1.3

Filing Deadline

‎Section 1.1

Holder

Preamble

Holder Indemnified

Parties

‎Section 4.2

Indemnified Party

‎Section 4.3

Indemnifying Party

‎Section 4.3

Merger Agreement

Recitals

Merger Sub

Recitals

Offering Persons

‎Section 3.1(k)

Resale Registration

‎Section 1.1

Resale Registration

Statement

‎Section 1.1

Subsequent Holder

Notice

‎Section 1.6

Subsequent Shelf Registration

‎Section 1.4

SVRE

Preamble

Transaction Shares

Recitals

A-3

SCHEDULE A

STOCKHOLDERS

Serra Verde Rare Earths Ltd.

EMG Fund V SVRE Holdings, LLC

VB Rare Earths Limited

MVB Investment Holdings LLC

OMF Fund III (F) Ltd.

United Stated Developmental Finance Corporation

Thrasyvoulos Moraitis

Scott Lewis

David Ovejero Cienfuegos

10.

Natasa Bircher

11.

Kevin Thomas-McPhee

12.

Risk Academy Ltd., Alexei Sidorenko

13.

ByrneIT Ltd.

14.

Enemco GmbH

15.

Juan Manuel Pastor Piccardo

16.

Joe Norville

17.

Ian Pearce

EX-10.2 — BOARD APPOINTMENT AGREEMENT, DATED SEPTEMBER 3, 2026, BY AND BETWEEN USAR AND VB (RARE EARTHS) LIMITED

EX-10.2

Filename: ea030400101ex10-2.htm · Sequence: 4

Exhibit 10.2

BOARD APPOINTMENT AGREEMENT

This BOARD APPOINTMENT AGREEMENT

(this “Agreement”), dated as of September 3, 2026, by and among USA Rare Earth, Inc., a Delaware corporation (the “Parent”)

and VB (Rare Earths) Limited, a limited company incorporated under the Laws of Guernsey (the “Investor”).

1. Board Appointment Rights.

(a) Following

the Closing and subject to the terms and conditions contained herein, as long as the 5% Beneficial Ownership Requirement is met the Investor

shall have the right to (i) designate one (1) Investor Designee for appointment or election to the Board of Directors of Parent (the “Board”)

and (ii) remove a duly elected or appointed Investor Director as a member of the Board (but only to the extent the Parent has the right

to cause such removal). For the avoidance of doubt, from and after such time as the Investor first ceases to satisfy the 5% Beneficial

Ownership Requirement, the designation and removal rights under immediately foregoing clauses (i) and (ii), respectively,

shall terminate, and, at the Board’s request, the Investor shall take all actions within its control to cause the Investor Director

to resign from the Board.

(b) Subject

to the terms and conditions contained herein, the Parent shall include the Investor Designee designated by the Investor in the Parent’s

slate of nominees for the applicable annual meeting of the Parent’s stockholders and shall recommend that the Parent’s stockholders

vote in favor of such Investor Designee and shall support the Investor Designee in a manner no less rigorous and favorable than the manner

in which the Parent supports its other nominees (taking into consideration applicable Securities Laws and fiduciary duties). Without the

prior written consent of the Investor, subject to the terms and conditions contained herein, so long as the Investor is entitled to designate

an Investor Designee for election to the Board, the Board shall (i) not remove any Investor Director from his or her directorship, (ii)

not recommend voting against such Investor Designee and (iii) recommend voting against any action or proposal to remove such Investor

Designee. In the event that the 5% Beneficial Ownership Requirement ceases to be satisfied during the term of an Investor Designee as

a director, the Investor Designee shall not be required to resign solely as a result thereof and may continue the remainder of his or

her term in office in accordance with the terms of this Agreement.

the event of the death, disability, resignation or removal of any Investor Director as a member of the Board or an Investor Designee is

not elected at any annual meeting of Parent’s stockholders, the Investor, if it is entitled to designate an Investor Designee pursuant

to this Agreement, may designate an Investor Designee to replace such Investor Director or Investor Designee (if such Investor Designee’s

board seat is vacant), as applicable, and the Parent shall promptly cause such Investor Designee to fill such resulting vacancy for the

remainder of the term of the replaced Investor Designee and until such replacement’s successor shall have been elected and qualified.

(d) The

Investor shall not designate an individual for election or appointment to the Board, (i) unless such individual is reasonably acceptable

to the Nominating Committee, (ii) where such individual is to be included in the slate of nominees for the applicable annual meeting of

the Parent’s stockholders, the Parent must receive notice of such designation at least 120 days prior to the date of the annual

meeting, (iii) the individual must complete and submit to the Board any questionnaires that the Parent requires of its directors generally

and submit any other information that the Parent or the Nominating Committee reasonably requests in connection with the Parent’s

obligations under the Securities Laws or in connection with the satisfaction of the Nominating Committee’s fiduciary duties.

(e) The

Parent shall indemnify the Investor Director and provide the Investor Director with director and officer insurance to the same extent

as it indemnifies and provides such insurance to other members of the Board. The Parent acknowledges and agrees that it (i) is the indemnitor

of first resort (i.e., its obligations to the Investor Director are primary and any obligation of the Investor Parties to advance

expenses or to provide indemnification for the same expenses or liabilities incurred by the Investor Director are secondary), and (ii)

shall be required to advance the amount of expenses incurred by the Investor Director and shall be liable for the amount of all expenses

and liabilities incurred by the Investor Director, in each case to the same extent as it indemnifies, insures and provides such advancement

of expenses to other members of the Board, without regard to any rights the Investor Director may have against any Investor Parties or

their Affiliates.

(f) The

parties hereto agree that the Investor Director shall be entitled to the same cash and/or equity compensation (if any) from the Parent

and reimbursement from the Parent for the reasonable out-of-pocket fees or expenses incurred in connection with their service as

a director in a manner consistent with the Parent’s practices with respect to compensation and reimbursement for other members of

the Board, including reimbursement pursuant to customary indemnification arrangements.

2. Defined Terms.

As used in this Agreement, the following terms shall have the following

meanings:

(a) “5%

Beneficial Ownership Requirement” means that the Investor Parties continue to beneficially own shares of Parent Common Stock

that represent, in the aggregate, at least 5% of the then outstanding Parent Common Stock.

(b) “Affiliate”

means, as to any person or entity, any other person or entity that, directly or indirectly, controls, or is controlled by, or is under

common control with, such person or entity; provided, however, that the Parent and its Subsidiaries shall not be deemed

to be Affiliates of any Investor Party or any of its Affiliates; provided, further, that Vision Blue Capital Limited and

Vision Blue Advisors UK LLP shall be considered Affiliates of the Investor. For this purpose, “control” (including, with its

correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or

indirectly, of the power to direct or cause the direction of management or policies of a person or entity, whether through the ownership

of securities or partnership or other ownership interests, by contract or otherwise.

means the Bylaws of the Parent as amended or modified from time to time.

(d) “Closing”

has the meaning set forth in the Merger Agreement.

(e) “Investor

Designee” means an individual designated in writing by the Investor to be appointed, or nominated by the Parent for election,

to the Board pursuant to this Agreement.

(f) “Investor

Director” means a member of the Board who was elected to the Board as an Investor Designee.

(g) “Investor

Parties” means the Investor and its controlled Affiliates.

(h) “Nominating

Committee” means the Nominating and Corporate Governance Committee of the Parent.

(i) “Merger

Agreement” means the Agreement and Plan of Merger made as of April 19, 2026, by and among (i) Parent, (ii) Middlebury

Merger Sub, Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands and an indirect,

wholly owned subsidiary of Parent, (iii) SVRE Holdings, Ltd., a business company limited by shares incorporated under the laws of

British Virgin Islands and (iv) the Seller Representative (as defined therein), as amended by that certain Amendment No. 1 to

Agreement and Plan of Merger, dated as of July 16, 2026, by and among (i) Parent, (ii) Middlebury Merger Sub, Ltd., a business

company limited by shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned subsidiary of

Parent, (iii) SVRE Holdings, Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands and

(iv) the Seller Representative (as defined therein), and as further amended by that certain Amendment No. 2 to Agreement and Plan of

Merger, dated as of September 3, 2026, by and among (i) Parent, (ii) Middlebury Merger Sub, Ltd., a business company limited by

shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned subsidiary of Parent, (iii) SVRE

Holdings, Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands and (iv) the Seller

Representative (as defined therein).

(j) “Parent

Common Stock” means the common stock, par value $0.0001 per share, of Parent.

(k) “Securities

Laws” means the Securities Act, the Exchange Act and the rules of any exchange on which the Parent Common Stock is trading.

3. Effectiveness; Termination.

Notwithstanding anything to the contrary contained

herein, this Agreement shall become effective upon the Closing. In the event that the Merger Agreement is terminated prior to the Closing,

then this Agreement shall automatically terminate upon termination of the Merger Agreement.

4. Miscellaneous.

(a) No

Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective

successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal

or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(b) Entire

Agreement. This Agreement, including the annexes, exhibits and schedules hereto, constitute the entire agreement between the parties

hereto and supersede any prior understandings, agreements or representations by or between such parties, written or oral, that may have

related in any way to the subject matter hereof.

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors

and permitted assigns, but neither this Agreement nor any of the rights or obligations hereunder may be assigned (whether by operation

of Law, through a change in control or otherwise) without the prior written consent of the other party hereto.

(d) Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall

constitute one and the same instrument.

(e) Titles.

The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended

to be a part of or to affect the meaning or interpretation of this Agreement.

(f) Governing

Law. This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed

in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule

that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(g) Consent

to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction

of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof,

in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or

enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (i) agrees not to commence

any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be

heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court; (iii) waives, to the

fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such

action or proceeding in any such Delaware State or Federal court; and (iv) waives, to the fullest extent permitted by law, the defense

of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each party hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on

the judgment or in any other manner provided by law.

(h) Waiver

of Trial by Jury. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS

DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES

THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH

WAIVERS; (III) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(h).

(i) Amendment

or Modification. This Agreement may not be amended except in a written instrument executed by the Parent and the Investor. No amendment,

supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby.

(j) Waivers.

Except where a specific period for action or inaction is provided herein, neither the failure nor any delay on the part of any party hereto

in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of

any party hereto of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude

any other or further exercise thereof or the exercise of any other such right, power or privilege. The failure of a party hereto to exercise

any right conferred herein within the time required shall cause such right to terminate with respect to the transaction or circumstances

giving rise to such right, but not to any such right arising as a result of any other transactions or circumstances.

(k) Specific

Performance. The parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy,

may occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its

specified terms or otherwise breach such provisions. Subject to the following sentence, the parties acknowledge and agree that each of

the Parent and the Investor shall be entitled to seek an injunction, specific performance or other equitable relief, to prevent breaches

of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy available at

law or in equity.

(l) Severability

of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced as a result of

any rule of law or public policy, all other terms and other provisions of this Agreement shall nevertheless remain in full force and effect

so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially

adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the

parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as

possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the greatest extent

possible.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement

to be duly executed as of the date and year first written above.

USA RARE EARTH, INC.

By:

/s/ William Robert Steele, Jr.

Name:

William Robert Steele, Jr.

Title:

Chief Financial Officer

VB (RARE EARTHS) LIMITED

/s/ Harry Rouillard

Name:

Harry Rouillard

Title:

Director

[Signature page to Board

Appointment Agreement]

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 4, 2026, ANNOUNCING THE CLOSING OF THE MERGER

EX-99.1

Filename: ea030400101ex99-1.htm · Sequence: 5

Exhibit 99.1

USA Rare Earth Completes Combination with Serra

Verde Group

Combines Serra Verde’s world-class upstream

heavy-rare earth operation with USA Rare Earth’s processing, metallization, and magnet-making capabilities

Creates one of the only fully integrated rare

earth and permanent magnet platforms outside Asia

Industry veterans Sir Mick Davis and Thras Moraitis

join the USA Rare Earth Board

Stillwater, Okla. and Goiás, Brazil – September 4,

2026 – USA Rare Earth (Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”) today

announced the completion of its combination with Serra Verde Group (“Serra Verde”) on September 3, 2026, creating a

global rare earths leader and a partner of choice for the supply of advanced materials and products that underpin Western national security

and technological innovation.

Serra Verde is the only scaled producer of all four magnetic and other

critical heavy rare earth elements outside Asia. Its mining and processing operation in Goiás, Brazil began production in January

2024 and is currently completing an advanced-stage optimization and commissioning program, with ramp-up expected in the third quarter

of 2026. The first stage of this program is expected to reach a run-rate of approximately 4,000 tons per annum (tpa) of total rare earth

oxide (TREO) production by the end of 2026. Construction is underway on the second stage of the expansion, targeting average production

of 6,400 tpa of TREO, with commissioning expected to begin within 12 months. Longer term, Serra Verde has the potential to double run

of mine (ROM) production through a Phase 2 expansion.

Serra Verde joins USA Rare Earth’s existing and planned upstream,

midstream and downstream assets in the United States, the United Kingdom and France to create a fully integrated rare earths platform

positioned to deliver a reliable supply chain of vital rare earth elements and derivative products aimed at meeting commercial and public

sector demand at each stage of the value chain.

Michael Blitzer, Executive Chairman of USA Rare Earth, stated: “Demand

for rare earths and permanent magnets is accelerating globally due to demand from rapidly growing forward-facing technologies such as

renewable energy, physical AI, semiconductors, aerospace and defense applications. At the same time, supply outside Asia remains weak

as new sources, especially of heavy rare earths, take time to develop and produce. Over the past years we have assembled, built and integrated

the key assets and capabilities at each step of the value chain, thereby positioning USA Rare Earth at the epicenter of that shift, building

the affordable, dependable, and resilient supply chains of essential rare earth materials that underpin economic competitiveness and national

security. With the Serra Verde combination complete, our focus now turns to execution, integrating operations, and moving efficiently

toward steady-state and reliable supply. To this end, I’m confident we have the right team and platform to play a key role in meeting

the needs of the crucial industries which depend on our products.”

Barbara Humpton, Chief Executive Officer of USA Rare Earth, stated:

“Today marks a significant milestone for USA Rare Earth, and I am pleased to welcome the Serra Verde team to our platform. They

are an exceptionally talented group that has built one of the most strategically important upstream operations in the critical minerals

industry. Our teams have spent months preparing for this combination, and we are ready to move forward as one company with a clear focus

on integration and execution. Together, we have the assets, the expertise, and the global footprint to manage the full rare earth value

chain from the earth to the finished magnet and beyond, providing customers with a secure and resilient source of supply.”

Page 1 of 4

As previously announced, Thras Moraitis, formerly Chief Executive Officer

of Serra Verde, has been appointed President of USA Rare Earth and is joining its Board of Directors. On October 1, 2026, Barbara Humpton

will retire as CEO of USA Rare Earth and Mr. Moraitis will succeed her and lead the combined company. Sir Mick Davis, Chairman of Serra

Verde and former CEO of Xstrata plc, is also joining the USA Rare Earth Board.

Thras Moraitis, President of USA Rare Earth, stated: “For our

team in Brazil, this combination is the culmination of a 15-year journey to build a scaled, sustainable source of the vital rare earth

materials that power the technologies of the future. The combination with USA Rare Earth accelerates our ambition to ensure our heavy

rare earth elements reach end-use customers in the form of advanced materials, including permanent magnets, thereby becoming an important

link in an integrated supply chain. Together, we are positioned to supply critical materials that shape our society’s future by

promoting the prosperity of global industries whose ambitions would otherwise be constrained by a lack of reliable supply. I look forward

to delivering on that promise for our shareholders, customers, employees, governments and communities across Brazil, the United States,

the UK and France.”

Advisors

Moelis & Company LLC is acting as exclusive financial advisor and

Latham & Watkins LLP is acting as legal counsel for USA Rare Earth. Goldman Sachs & Co. LLC is acting as exclusive financial advisor

and White & Case LLP is acting as legal counsel for Serra Verde. Allen Overy Shearman Sterling US LLP is acting as legal counsel for

the shareholders of Serra Verde.

About USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated

rare earth and permanent magnet value chain across the United States, Brazil and the United Kingdom. Through its ownership of Less Common

Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity

in Stillwater, Oklahoma, the Pela Ema mine in Brazil and the Round Top deposit in Texas, USA Rare Earth operates across the entire value

chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned

supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and

industrial sectors.

For more information, visit www.usare.com.

Forward Looking Statements

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the timing of and

expected TREO production resulting from the optimization and commissioning program at the Pela Ema facility, the expected ROM production

through a Phase 2 expansion at the Pela Ema facility, the expected benefits of USA Rare Earth’s combination with Serra Verde and

other statements regarding the combined company’s expectations for future development, operations, strategies, transactions and

financial performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.

Words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,”

“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”

“potential,” “project,” “propose,” “should,” “target,” “vision,”

“will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words

does not mean that a statement is not forward-looking.

Page 2 of 4

Forward-looking statements are subject to risks and uncertainties and

potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including without limitation:

risks that we may not realize the anticipated benefits of USA Rare Earth’s combination with Serra Verde or our proposed and prior

acquisitions, including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization

and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all; potential delays in the optimization

and commissioning program and the Phase II expansion at the Pela Ema facility; political, economic, regulatory, tax, currency and other

risks associated with Serra Verde’s operations in Brazil and Switzerland; physical climate risks related to the Pela Ema mine; the

assumption of substantial indebtedness under Serra Verde’s Retained Finance Agreement, which contains restrictive covenants and

other requirements that could adversely affect the combined company’s financial flexibility and operations; risks that the Offtake

Agreement is terminated or ceases to be in full force and effect or that the counterparty to the Offtake Agreement is insufficiently capitalized,

including as a result of a failure to finalize definitive debt financing arrangements within the timeframes contemplated by the Offtake

Agreement; risks that the proposed transaction with Carester SAS may not be consummated on its anticipated timeline or at all; the ability

of our Stillwater magnet manufacturing facility to generate revenue and the ability of our planned Blacksburg facility to commence commercial

operations on the timing and with the production capacity anticipated or at all; our limited operating history; our ability to commercially

extract minerals from the Round Top deposit on our anticipated timeline or at all; differences between planned and actual recovery and

yield rates; risks that we may experience delays, unforeseen expenses, increased capital costs, and other complications while developing

our projects; our ability to raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse

effect on our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price; the availability

of rare earth oxide, metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices

that allow us to develop and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer

specifications and produce a consistently high quality product; potential supply chain, logistics or product delivery disruptions; any

delays in obtaining or renewing permits and licenses; any changes in royalty rates or the imposition of new royalties; risks associated

with community relations; fluctuations in demand for and prices of neo magnets, rare earth elements and our other products, including

without limitation as a result of dumping, predatory pricing and other tactics by our competitors or state actors or the overall competitive

environment; our ability to achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure

due to restrictions contained in our financing agreements; our ability to convert current commercial discussions and/or memorandums of

understanding with customers for the sale of our neo magnets and other products into definitive orders; our dependence, in part, on the

growth of existing and emerging uses for neo magnets; the risk that additional manufacturing, refining and mining competitors could result

in a reduction in revenue; geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental

policy of the People’s Republic of China, the United States or other countries in which we operate or sell products or otherwise;

our designation on an export control list by China which has had and is expected to continue to have an adverse impact on our ability

to source key raw materials and supplies from China; war, terrorism, natural disasters or public health emergencies; our ability to retain

or recruit key personnel; environmental, health and safety regulations; the receipt of funding from the U.S. Department of Commerce is

subject to the achievement of milestones which may not be achieved on the expected timeline or at all; and our ability to comply with

requirements for federal, state and local government incentives and financing.

Page 3 of 4

Additional risks and detailed information regarding factors that may

cause actual results to differ materially has been and will be included in our filings with the SEC, including our most recently filed

Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and subsequent filings. Any forward-looking statements speak

only as of the date of this press release (or such other date as is specified in such statements), and we undertake no obligation to update

any forward-looking statements as a result of new information or future events or developments.

Investor Relations Contact

J.B. Lowe, CFA

VP, Head of Investor Relations

ir@USARE.com

Media Relations Contact

Collected Strategies

Dan Moore / Scott Bisang

USAR-CS@collectedstrategies.com

Aura Financial

Michael Oke/ Andy Mills

serraverde@aura-financial.com

+44 207 321 0000

Page 4 of 4

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF USAR AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.3

Filename: ea030400101ex99-3.htm · Sequence: 6

Exhibit 99.3

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined

financial information is derived from the historical consolidated financial statements of USA Rare Earth, Inc. (“USAR” or

the “Company”), and the historical consolidated financial statements of SVRE Holdings Ltd. (“SVRE”), and gives

effect to (i) the Merger (as defined below), (ii) the Private Placement (as defined below), (iii) the Retained Finance Agreement

(as defined below), and (iv) the Offtake Agreement (as defined below) (collectively, the “Pro Forma Transactions”).

On August 21, 2024, Inflection Point Acquisition

Corp. II, a Cayman Islands exempted company (“IPXX”) entered into a Business Combination Agreement (as amended on November 11,

2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware

limited liability company, and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX. Pursuant

to the Business Combination Agreement, IPXX Merger Sub, LLC merged with and into USA Rare Earth, LLC, with USA Rare Earth, LLC continuing

as the surviving company, and IPXX changed its name to USA Rare Earth, Inc. On March 13, 2025, USAR consummated the previously announced

merger contemplated by the Business Combination Agreement and USA Rare Earth, LLC became a direct wholly owned subsidiary of USAR. This

transaction is already reflected in the USAR historical audited consolidated balance sheet as of December 31, 2025 and the historical

statement of operations of IPXX from January 1, 2025 to March 12, 2025 is not material to the pro forma presentation of the

Merger (as defined below) for the purpose of unaudited pro forma condensed combined statement of operations.

Merger

On April 19, 2026, USAR entered into a Merger

Agreement by and among (i) USAR, (ii) Middlebury Merger Sub Ltd. (“Merger Sub”), (iii) SVRE, and (iv) Serra

Verde Rare Earths Ltd. The Merger Agreement provides for the merger of SVRE with and into Merger Sub, with Merger Sub surviving such merger

as an indirect, wholly owned subsidiary of USAR (the “Merger”), subject to the satisfaction or waiver of the conditions precedent

to such closing. On September 3, 2026 (“Closing Date”), USAR completed the Merger through issuance of 126,849,307 shares of

USAR’s common stock, par value $0.0001 per share (“Common Stock”) and paid an aggregate of $300.0 million of Merger

consideration.

On the Closing Date, all outstanding warrants of

SVRE, including the DFC Warrants, were automatically exercised and converted into SVRE ordinary shares immediately prior to the Merger.

All outstanding RSUs and SARs, whether vested or unvested, were accelerated in full and cancelled in exchange for a pro rata portion of

the Merger consideration. Stock options not subject to performance conditions were similarly cancelled on a cashless basis for Merger

consideration, while performance-vesting options held by continuing service providers were substituted with USAR RSUs subject to continued

service vesting.

Private Placement

On January 26, 2026, USAR, entered into a securities

purchase agreement, for the private placement of 69,767,442 shares of the USAR’s Common Stock, for aggregate gross proceeds of approximately

$1.5 billion, at a price per share of $21.50 (the “Private Placement”). USAR closed the Private Placement and issued

the shares of Common Stock on January 28, 2026.

Parent Loan Agreement

Concurrently with the execution of the Direct Funding

Agreement (“DFA”) and the Loan Guarantee Agreement (“LGA”), USAR entered into a Securities Issuance Agreement

with the DOC and issued to the DOC 16,132,790 shares of Common Stock (the “SIA Shares”) and a warrant to purchase 17,600,584

shares of Common Stock at an exercise price of $17.17 per share (the “DOC Warrants”). The SIA Shares were issued in exchange

for access to the awards pursuant to the Direct Funding Agreement, and the DOC Warrants were issued in exchange for obtaining the Loan

Guarantee Agreement.

On June 3, 2026 (the “Award Date”),

USAR issued the SIA Shares and DOC Warrants to the DOC. The SIA Shares were measured at fair value based on USAR’s closing stock

price of $27.98 per share on the Award Date, resulting in an aggregate fair value of $451.4 million, treated as a deferred equity cost.

the DOC Warrants were initially measured at fair value of $430.9 million ($24.48 per warrant share) on the Award Date based on an independent

third-party valuation. The combined fair values for the SIA Shares and DOC Warrants were treated as the total cost incurred to obtain

access to the funding arrangement under the DFA and LGA, and along with other financing costs, were recognized as deferred arrangement

costs in the condensed consolidated balance sheets as of June 30, 2026.

The deferred equity cost associated with the SIA

Shares under the DFA arrangement will remain on the balance sheet until DFA disbursements are received. Upon receipt of approved cash

disbursements, the Company will reduce a proportionate share of the deferred equity cost with an offset to additional paid in capital.

The disbursement of the DFA is subject to the achievement of various project-specific milestones, the making of cash equity contributions

by USAR to its subsidiaries, the satisfaction of financial ratio and liquidity thresholds, the receipt of required permits and approvals

and other customary conditions, which have not yet been satisfied as of the date of this filing. No amortization of the deferred arrangement

costs have been reflected in the accompanying unaudited pro forma condensed combined financial information.

The Company has determined that the DOC warrant

is liability-classified, with an initial fair value of $24.48 per common share, or $430.9 million in aggregate as of the Award Date. The

DOC Warrant liability will be remeasured at fair value at the end of each reporting period, with changes in fair value recognized as a

gain or loss within other income (expense), net in the Company’s condensed consolidated statements of operations and comprehensive

income (loss). The DOC Warrant liability was initially recorded at fair value with an offsetting entry recorded as a deferred arrangement

costs until the debt associated with the Parent Loan Agreements is drawn. Upon each draw, the deferred arrangement cost will be derecognized

proportionately, and recorded as a component of the related debt’s amortized cost basis, which will be amortized over the term of

the debt using the effective interest method. As of the date of this filing, no amounts associated with the Parent Loan Agreements had

been drawn. Accordingly, no reclassification of the deferred arrangement cost to related debt’s amortized cost basis has been reflected

on the Company’s unaudited pro forma condensed combined balance sheet as of June 30, 2026, and no related amortization expense has

been reflected in the Company’s unaudited pro forma condensed combined statements of operations for the six months ended June 30,

2026 and for the year ended December 31, 2025.

The Retained Finance Agreement

On January 21, 2026, SVRE entered into a Finance

Agreement with the United States International Development Finance Corporation (the “DFC”), which was amended on March 5,

2026 (as further amended from time to time, the “Retained Finance Agreement”). The Retained Finance Agreement provides SVRE

with long-term debt financing to support its rare earth mining and processing operations in an aggregate committed amount not to exceed

$565.0 million, consisting of (i) an initial loan tranche with a principal amount not to exceed $465.0 million (the “Initial

Loan”), and (ii) a second loan tranche with a principal amount not to exceed $100.0 million (the “Incremental Loan”).

On May 28, 2026, SVRE and the DFC entered into the Second Amendment

to the Finance Agreement, and extended the loan term for both tranches from up to 12 years to up to 15 years from the first closing date,

upon the execution of the Offtake Agreement (see discussion below). In connection with the Incremental Loan, DFC was issued two warrants

(the “DFC Warrants”) granting a combined 12% fully diluted equity interest in the Company, which will automatically exercise

upon the closing of the Merger, at which point the Incremental Loan shall be deemed extinguished in full. The Incremental Loan was closed

on June 4, 2026. As of June 30, 2026, the aggregate outstanding principal amount of indebtedness of SVRE and its subsidiaries under the

Retained Finance Agreement was $425.0 million. On the Closing Date, the DFC Warrants were exercised and the Incremental Loan was extinguished

in full.

The Initial Loan, Incremental Loan and DFC Warrants

were reflected in the historical unaudited condensed consolidated balance sheet of SVRE as of June 30, 2026, and accordingly, no adjustment

has been reflected within the unaudited pro forma condensed combined balance sheet for such amounts. Adjustments for the Initial Loan

within the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and for the year ended

December 31, 2025 were included assuming the Initial Loan was executed and drawn down on January 1, 2025. The DFC Warrants exercise and

the extinguishment of the Incremental Loan upon closing of the Merger, have been included as purchase price adjustment as part of the

purchase consideration. Adjustments related to accrued interest, interest expense and issuance cost for DFC Incremental Loan have been

included as transaction adjustments within the unaudited proforma condensed combined financial statements as of and for the six months

ended June 30, 2026.

The Offtake Agreement

On or about the date of the Merger Agreement, SV

Management Switzerland AG (“SV Management Switzerland”), a subsidiary of SVRE, entered into an offtake agreement with a special

purpose vehicle capitalized by the U.S. government, as well as private capital sources (the “Counterparty”) (as amended from

time to time, the “Offtake Agreement”) for the long-term supply of rare earth materials produced by SVRE.

The Offtake Agreement provides for the sale of 100% of the rare earth

products produced from phase one of the Pela Ema project, subject to limited carve-outs. The Incremental Loan was fully disbursed on June

4, 2026, and SVRE’s delivery obligation will be for 100% of phase one production. The agreement remains in effect until the earlier

of specified production-based volume delivery thresholds and the date that is 20 years after the date on which SVRE’s facility

becomes capable of producing the contemplated products (the “Commercial Operations Date”), unless extended with the consent

of the U.S. government. Pricing is based on annually escalated contractual floor prices, with amounts above the applicable floor price,

as well as certain cost savings and yield variances, allocated 70% to SV Management Switzerland and 30% to the Counterparty. Commencement

of deliveries is subject to the satisfaction or waiver of specified conditions precedent by the agreed long-stop date, June 12, 2026,

and either party may terminate the agreement without liability if such conditions were not satisfied or waived by that date. On June 29,

2026, SV Management Switzerland and the Counterparty entered into an amendment, consent and waiver to the Offtake Agreement that extended

the long-stop date from June 12, 2026 to August 14, 2026. The long-stop date was further extended to August 21, 2026 and all conditions

were satisfied on this day. SVRE has not recorded any accounting entries related to the Offtake Agreement in their unaudited condensed

consolidated financial statements as of June 30, 2026. Adjustments related to the Offtake agreement have been included within the unaudited

pro forma condensed combined balance sheet as of June 30, 2026.

Issuance of Earnout Shares

In connection with the business combination between

the Company and USA Rare Earth, LLC, the Company agreed to issue common stock of the Company (the “earnout shares”) to certain

shareholders of USA Rare Earth, LLC in two tranches upon the occurrence of certain triggering events. On April 15, 2026, the Company achieved

the market-price condition for the first tranche of earnout shares, as the Company’s common stock exceeded $15.00 per share for

at least 20 out of 30 consecutive trading days. 5.05 million shares were issued to USA Rare Earth, LLC shareholders. The second tranche

of 5.05 million earnout shares were issued on May 15, 2026 when the Company achieved the market-price condition for the second tranche,

as the Company’s common stock exceeds $20.00 per share for at least 20 out of 30 consecutive trading days.

The earnout shares were classified as liabilities

and remeasured at fair value on a recurring basis prior to conversion. Upon issuance of the two tranches of the earnout shares, the related

earnout liability was reclassified to common stock and additional paid-in capital. The effect of the conversion has been included within

the Company’s unaudited condensed consolidated balance sheets as of June 30, 2026.

Presentation Periods

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying

notes.

The unaudited pro forma condensed combined balance

sheet as of June 30, 2026 combines the unaudited condensed consolidated balance sheet of USAR as of June 30, 2026 with the unaudited condensed

consolidated balance sheet of SVRE as of June 30, 2026, giving effect to the Pro Forma Transactions as if it had been consummated on June

30, 2026.

The unaudited pro forma condensed combined statement

of operations for the six months ended June 30, 2026 combines the unaudited condensed consolidated statement of operations of USAR for

the six months ended June 30, 2026 with the unaudited condensed consolidated statement of operations of SVRE for the six months ended

June 30, 2026, giving effect to the Pro Forma Transactions as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed combined statement

of operations for the year ended December 31, 2025 combines the audited consolidated statement of operations of USAR for the year

ended December 31, 2025 with the audited consolidated statement of operations of SVRE for the year ended December 31, 2025,

giving effect to the Pro Forma Transactions as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial

information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying

notes:

● The historical audited consolidated financial statements of

USAR as of and for the year ended December 31, 2025, as included in the Company’s Annual Report on Form 10-K filed with the SEC

on March 30, 2026;

● The historical unaudited condensed consolidated financial statements

of USAR as of and for the six months ended June 30, 2026, as included in the Company’s Quarterly Report on Form 10-Q filed with

the SEC on August 10, 2026;

● The historical audited financial statements of SVRE as of and

for the year ended December 31, 2025, included as Exhibit 99.3 in the Company’s Current Report on Form 8-K filed with the SEC on

May 13, 2026.

The historical unaudited condensed consolidated

balance sheet and statement of operations of SVRE as of and for the six months ended June 30, 2026 are derived from the books and records

of SVRE. The unaudited pro forma condensed combined financial information should also be read together with other financial information

included elsewhere or filed with the SEC.

Accounting for the Merger

The unaudited pro forma condensed combined financial

information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in

the United States (“U.S. GAAP”). USAR has been identified as an accounting acquirer for accounting purposes, and

thus accounts for the Merger as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations

(“ASC 805”). Under the acquisition method of accounting, SVRE’s assets and liabilities are recorded at their respective

fair values. Any difference between the purchase price for SVRE and the fair value of the identifiable net assets acquired (including

intangibles) is recorded as goodwill. The assets and liabilities of SVRE have been measured based on various preliminary estimates using

assumptions that USAR’s management believes were reasonable and based on currently available information. Accordingly, the pro forma

adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial

information.

Differences between these preliminary estimates

and the final purchase accounting may occur, and the final purchase accounting could be materially different from the preliminary estimates

used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the

combined company’s future results of operations and financial position.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial

information appearing below does not consider any potential effects of changes in market conditions on revenues or expense efficiencies,

among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase

price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly

from what will be recorded upon completion of the final purchase price allocation.

The unaudited pro forma condensed combined financial

information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described

in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting

adjustments related to the Pro Forma Transactions, which are discussed in further detail below. The unaudited pro forma condensed combined

financial information is presented for illustrative purposes only and do not purport to represent the combined company’s consolidated

results of operations or the consolidated financial position that would actually have occurred had the Pro Forma Transactions been consummated

on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position

for any future date or period.

The accounting policies followed in preparing the

unaudited pro forma condensed combined financial information are those used by USAR as set forth in the audited historical financial statements.

Based on the Company’s initial review and understanding of SVRE’s significant accounting policies, there are no material adjustments

required at this time to conform SVRE’s historical financial information to USAR’s significant accounting policies. A more

comprehensive comparison and assessment will occur, which may result in additional differences being identified. Additionally, USAR has

included certain preliminary presentation adjustments for consistency in the financial statement presentation. See Notes 2 and 3 below

for more information.

The unaudited pro forma condensed combined

financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost

savings or synergies that may be achieved because of the Merger.

USAR and SVRE have not had any historical material

relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of June 30, 2026

(in thousands)

USAR Historical

SVRE Historical

Presentation Adjustments

Transaction Accounting Adjustments

Pro Forma Combined

ASSETS

Current assets

Cash and cash equivalents

$ 1,530,147

$ 162,413

$ (300,000 )

(B)

$ 1,392,007

$ (553 )

(D)

Accounts receivables

6,270

6,301

Inventories

50,138

24,667

74,805

Prepaid expenses

12,347

Other assets, current

73,687

4,217

77,904

Total current assets

1,672,589

191,328

(300,553 )

1,563,364

Property, plant and equipment, net

146,751

736,964

766

(A)

2,385,149

(B)

3,254,507

(15,123 )

(A)

Mineral interests

17,339

15,123

(A)

32,462

Goodwill

134,848

467,679

(B)

602,527

Other intangible assets, net

65,899

246,691

(B)

312,590

Equipment deposits

46,904

Operating lease right-of-use assets

2,151

Deferred arrangement costs

912,091

Other non-current assets

255

984

(766 )

(A)

473

Total assets

$ 2,998,827

$ 929,276

$ -

$ 2,798,966

$ 6,727,069

LIABILITIES, MEZZANINE AND STOCKHOLDER’S EQUITY

Liabilities

Current liabilities

Accounts payable

$ 17,367

$ 37,080

$ (21,382 )

(A)

$ 33,065

Accrued liabilities

31,679

28,726

(A)

96,372

(C)

156,224

(553 )

(D)

Contract liabilities, current

1,328

Salaries and social charges

5,985

(5,985 )

(A)

Taxes payable

532

Other current liabilities

1,359

(1,359 )

(A)

Royalty agreement, current

19,429

DFC loan, current

6,107

Finance leases, current

290

717

1,007

Operating leases, current

350

Total current liabilities

51,014

71,209

95,819

218,042

Non-current liabilitites

Accounts payable and accrued expnese, non-current

162

Royalty agreement, non-current

139,227

68,202

(B)

207,429

DFC loan, non-current

297,993

Asset retirement obligations

4,854

Deferred grant income

8,482

Finance leases, non-current

445

147

592

Operating leases, non-current

2,111

Other liabilities

1,471

Warrant liability

364,189

14,775

(14,775 )

(B)

364,189

DFC warrants

215,062

(215,062 )

(B)

Deferred tax liability

15,665

871,637

(B)

887,302

Contract liabilities, non-current

9,602

Total liabilities

451,508

744,900

805,821

2,002,229

Commitments and contingencies

Mezzanine equity

12% Series A Cumulative Convertible Preferred Stock

10,347

Total mezzanine equity

10,347

Stockholders’ equity

Common stock

127

(B)

151

Accumulated other comprehensive income (loss)

(927 )

(13,928 )

13,928

(B)

(927 )

Additional paid-in capital

3,003,612

617,647

(617,647 )

(B)

5,277,378

2,273,766

(B)

Accumulated deficit

(464,681 )

(419,343 )

419,343

(B)

(561,053 )

(96,372 )

(C)

Non-controlling interest

(1,056 )

Total stockholders’ equity

2,536,972

184,376

1,993,145

4,714,493

Total liabilities, mezzanine equity, and stockholder’s equity

$ 2,998,827

$ 929,276

$ -

$ 2,798,966

$ 6,727,069

Please refer to the notes

to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Six Months Ended June 30, 2026

(in thousands except per share amounts)

USAR Historical

SVRE Historical

Presentation Adjustments

Transaction Accounting Adjustments

Other Material Transactions

Pro Forma Combined

Revenue

$ 11,519

$ 588

$ 12,107

Cost of revenue

12,996

5,312

18,308

Gross profit

(1,477 )

(4,724 )

(6,201 )

Operating expenses:

Selling, general and administrative

53,782

20,261

449

(AA)

1,380

(DD)

75,872

Research and development

25,017

Amortization of intangible assets

2,713

Other expenses, net

14,789

Total operating expenses

81,512

35,050

449

2,813

118,391

Loss from operations

(82,989 )

(39,774 )

(449 )

(2,813 )

(124,592 )

Other (expense) income, net:

Interest income

472

1,007

(370 )

(AA)

1,109

Dividend Income

26,449

370

(AA)

26,819

Loss on fair market value of financial instruments, net

(21,135 )

(125,756 )

(AA)

125,756

(EE)

(21,135 )

Interest expense and other expense, net

(4,364 )

(136,972 )

126,205

(AA)

(553 )

(II)

2,276

(FF)

(17,918 )

(5,964 )

(GG)

1,454

(HH)

Grant income

446

Foreign currency exchange, net

15,978

Total other expense, net

1,868

(119,987 )

449

(553 )

123,522

5,299

Loss before income taxes

(81,121 )

(159,761 )

(1,933 )

123,522

(119,293 )

Benefit from income taxes

(1,090 )

Net loss

(80,031 )

(159,761 )

(1,933 )

123,522

(118,203 )

Net loss attributable to non-controlling interest

(2,709 )

Net loss attributable to USA Rare Earth, Inc.

$ (77,322 )

$ (159,761 )

$ -

$ (1,933 )

$ 123,522

$ (115,494 )

Net loss per share attributable to USA Rare Earth, Inc.:

Basic and diluted

$ (0.37 )

$ (0.83 )

$ (0.34 )

Number of shares used in per share calculations:

Basic and diluted

213,347

193,429

340,196

Please refer to the notes to the unaudited pro

forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(in thousands except per share amounts)

USAR Historical

SVRE Historical

Presentation Adjustments

Transaction Accounting Adjustments

Other Material Transactions

Pro Forma Combined

Revenue

$ 1,643

$ 2,486

$ 4,129

Cost of revenue

1,448

36,105

37,553

Gross profit

195

(33,619 )

(33,424 )

Operating expenses:

Selling, general and administrative

43,135

25,803

278

(AA)

96,372

(CC)

173,976

8,388

(DD)

Research and development

15,885

Amortization of intangible assets

678

Other expenses, net

1,440

Total operating expenses

59,698

27,243

278

104,760

191,979

Loss from operations

(59,503 )

(60,862 )

(278 )

(104,760 )

(225,403 )

Other (expense) income, net:

Interest and dividend income

5,446

2,671

8,117

Loss on fair market value of financial instruments, net

(244,488 )

(7,652 )

(AA)

7,652

(EE)

(244,488 )

Interest expense and other expense, net

(139 )

(9,873 )

7,930

(AA)

4,268

(FF)

(28,615 )

(31,501 )

(GG)

700

(HH)

Foreign currency exchange, net

49,532

Total other expense, net

(239,181 )

42,330

278

(18,881 )

(215,454 )

Loss before income taxes

(298,684 )

(18,532 )

(104,760 )

(18,881 )

(440,857 )

Benefit from income taxes

(160 )

Net loss

(298,524 )

(18,532 )

(104,760 )

(18,881 )

(440,697 )

Net loss attributable to non-controlling interest

(965 )

Net loss attributable to USA Rare Earth, Inc.

$ (297,559 )

$ (18,532 )

$ -

$ (104,760 )

$ (18,881 )

$ (439,732 )

Net loss per share attributable to USA Rare Earth, Inc.:

Basic and diluted

$ (3.31 )

$ (0.10 )

$ (1.50 )

Number of shares used in per share calculations:

Basic and diluted

98,021

193,429

310,770

Please refer to the notes to the unaudited pro

forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

1. Basis of Presentation

The pro forma adjustments have been prepared as

if the Pro Forma Transactions had been consummated on June 30, 2026, in the case of the unaudited pro forma condensed combined balance

sheet, and, in the case of the unaudited pro forma condensed combined statements of operations, as if the Pro Forma Transactions had been

consummated on January 1, 2025, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements

of operations.

The unaudited pro forma condensed combined financial

information has been prepared assuming the acquisition method of accounting in accordance with U.S. GAAP. Under this method,

SVRE’s assets and liabilities are recorded at their respective fair values. Any difference between the purchase price for SVRE and

the fair value of the identifiable net assets acquired (including intangibles) is recorded as goodwill. The assets and liabilities of

SVRE have been measured based on various preliminary estimates using assumptions that USAR’s management believes are reasonable

and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the

purpose of providing this unaudited pro forma condensed combined financial information.

The pro forma adjustments represent management’s

estimates based on information available as of the date of the Form 8-K and are subject to change as additional information becomes available

and additional analyses are performed.

USAR has performed a preliminary review to identify

any accounting policy differences between the accounting policies used in SVRE’s financial statements and those of the Company,

where the impact was potentially material and could be reasonably estimated, with the Company identifying no such differences.

2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance

Sheet as of June 30, 2026

The adjustments included in the unaudited pro forma

condensed combined balance sheet as of June 30, 2026 are as follows:

(A) Reflects reclassification adjustments to conform SVRE’s

historical balances to the financial statement presentation of USAR.

(B) Reflects the purchase price allocation adjustments to record

SVRE’s identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. This adjustment

reflects the recording of the preliminary estimate of goodwill and the elimination of the historical equity balances of SVRE. Additionally,

the adjustment removes SVRE’s outstanding warrant liability, to reflect the conversion of all warrants into SVRE’s ordinary

shares immediately prior to the Merger.

Pursuant to ASC 805, the preliminary purchase price was

allocated among the identified net assets acquired, based on a preliminary analysis. Goodwill is recognized as a result of the Merger,

which represents the excess fair value of consideration over the fair value of the underlying net assets of SVRE. The deferred income

taxes represent the deferred tax impact associated with the incremental differences in book and tax basis created from the preliminary

purchase price allocation. Deferred taxes associated with estimated fair value adjustments were calculated using the statutory corporate

tax rate in Brazil of 34%. The estimates of fair value are based upon preliminary valuation assumptions, and are believed to be reasonable,

but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates, and the difference may be material.

The following is a preliminary estimate of fair value of the

assets acquired and the liabilities assumed by USAR in the Merger, reconciled to the estimated purchase consideration (in thousands):

Net Assets Identified

Preliminary

Estimate of

Fair Value

Cash and cash equivalents

$ 162,413

Accounts receivable

Inventories

24,667

Prepaid expenses and other current assets

4,217

Property, plant and equipment, net (incl. mineral interests)(1)

3,122,879

Other intangible assets, net(2)

246,691

Other non-current assets

218

Accounts payable

(15,698 )

Accrued liabilities

(28,726 )

Tax payable

(532 )

Royalty agreement – current(3)

(19,429 )

DFC loan, current

(6,107 )

Finance lease, current

(717 )

Royalty agreement – noncurrent(3)

(207,429 )

DFC loan, noncurrent(4)

(297,993 )

Asset retirement obligations

(4,854 )

Accounts payable and accrued expense, non-current

(162 )

Finance leases, non-current

(147 )

Other liabilities

(1,471 )

Deferred tax liabilities

(871,637 )

Total net assets identified

$ 2,106,214

Goodwill

467,679

Total purchase consideration

$ 2,573,893

Value Conveyed

Cash consideration(5)

$ 300,000

Equity consideration(6)

2,264,259

Pre-combination expense for vested performance stock options(7)

9,634

Total purchase consideration

$ 2,573,893

(1) The $3.1 billion allocated to property, plant and equipment,

net, is related to development stage properties. Upon the closing of the Merger, the mine will continue to be designated as a development

stage property, and related development costs will continue to be capitalized until the milestones necessary to be considered operational

are achieved. An expansion and optimization project is currently being implemented that is expected to result in higher production capacity,

a sustained lower operating cost profile and enhanced product quality. Construction is expected to be completed, and commercial operations

are expected to commence in 2027.

(2) Other intangible assets is comprised of an Offtake Agreement.

The Offtake Agreement asset is expected to be amortized on a systematic basic using the units of production method. As of the date of

this Form 8-K, delivery pursuant to the Offtake Agreement has not started. Accordingly, amortization of the Offtake Agreement had not

commenced as of the pro forma transaction date and no related amortization expense has been reflected in the unaudited pro forma condensed

combined statement of operations.

(3) This reflects an increase in the fair value of the liability

for royalty payments due to an increase in estimated future cash payments. The increase in estimated future cash payments is primarily

related to the anticipated impact of the Offtake Agreement.

(4) The $100.0 million Incremental Loan was deemed forgiven upon

exercise of the DFC Warrants at closing of the Merger.

(5) This amount represents cash consideration paid to SVRE’s

shareholders.

(6) Equity consideration is provided in the form of Common Stock

of USAR and is calculated as 126,849,307 shares of USAR Common Stock to be issued to SVRE shareholders, multiplied by $17.85, the closing

share price of USAR on September 2, 2026.

(7) This reflects the pre-combination expense pertaining to options

to purchase SVRE shares subject to performance-vesting conditions (the “Performance-Vesting Options”) which will be substituted

with USAR time-vesting restricted stock units.

costs, primarily comprised of investment banking fees, legal fees, issuance costs, accounting and audit fees, and other related advisory

costs. $0.2 million was incurred and accrued on the balance sheet as of June 30, 2026. The related income statement adjustment is reflected

in adjustment (CC).

(D) Reflects the impact of payment of accrued interest and the write-off

of unamortized debt issuance costs on the Incremental Loan into additional paid-in capital. The Incremental Loan was deemed forgiven

upon exercise of the DFC warrants at closing of the Merger.

3. Adjustments to the Unaudited Pro Forma Condensed Combined Statement

of Operations for the six months ended June 30, 2026 and for the year ended December 31, 2025

The adjustments included in the unaudited pro forma

condensed combined statement of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 are as

follows:

(AA) Reflects a reclassification adjustment to conform SVRE’s

historical expenses to the financial statement presentation of USAR.

(CC) Reflects the recognition of nonrecurring expenses related to

estimated transaction costs in the amount of $96.4 million, which are primarily comprised of investment banking fees, legal fees, issuance

costs, accounting and audit fees, and other related advisory costs. The related balance sheet adjustment is reflected at adjustment (C).

(DD) Reflects the recognition of post-combination stock-based compensation

expense in the amount of $1.4 million for the six months ended June 30, 2026 and $8.4 million for the year ended December 31, 2025 related

to Performance-Vesting Options which were substituted with USAR time-vesting restricted stock units.

(EE) Reflects the elimination of the recognized loss due to the change in

fair value of warrant liability in an amount equal to $125.8 million for the six months ended June 30, 2026 and $7.7 million for the year

ended December 31, 2025 related to the private placement warrants issued by SVRE to its investors. These warrants were settled through

equity consideration to the holders pursuant to the Merger. The related balance sheet adjustment is reflected in adjustment (B).

(FF) Reflects the elimination of interest related to Class A Preferred

Shares in an amount equal to $2.3 million for the six months ended June 30, 2026 and $4.3 million for the year ended December 31, 2025

due to their redemption pursuant to the side letter agreement, dated March 5, 2026, between SVRE and Orion.

(GG) Reflects interest expense related to long-term debt financing of SVRE

pursuant to the Retained Finance Agreement, calculated using an estimated interest rate of Term SOFR plus 4%. This adjustment also includes

the amortization of estimated debt discount and debt issuance costs of $0.9 million for the six months ended June 30, 2026 and $1.9 million

for the year ended December 31, 2025. An increase or decrease of one-eighth of a percent in the interest rate would not result in a significant

change in interest expense for the six months ended June 30, 2026 and for the year ended December 31, 2025.

(HH) Reflects the elimination of interest related to the OMF Credit

Agreement in an amount equal to $1.5 million for the six months ended June 30, 2026 and $0.7 million for the year ended December 31,

2025 due to their repayment.

(II) Reflects the elimination of interest expense and issuance cost

amortization of $0.6 million related to the Incremental Loan for the six months ended June 30, 2026.

4. Unaudited Pro Forma Net Loss Per Share

The pro forma net loss per share calculations have

been performed for the six months ended June 30, 2026 and for the year ended December 31, 2025, assuming the Pro Forma Transactions

had been consummated on January 1, 2025.

(in thousands except per share amounts)

For the Six

Months Ended

June 30,

2026

For the

Year Ended

December 31,

2025

Numerator

Pro forma net loss attributable to USA Rare Earth, Inc.

$ (115,494 )

$ (439,732 )

Declared and deemed dividends, and interest accretion

(1,442 )

(26,954 )

Pro forma undistributed net loss attributable to USA Rare Earth, Inc.

$ (116,936 )

$ (466,686 )

Denominator

USAR weighted average number of common shares outstanding-basic

213,347

98,021

Add: Shares issued to SVRE shareholders in a Merger

126,849

Add: Shares issued in a private placement(*)

—

69,767

Add: Shares issued to DOC(*)

—

16,133

Pro forma weighted average shares of common stock outstanding – basic & diluted

340,196

310,770

Pro forma net loss per share – basic & diluted

$ (0.34 )

$ (1.50 )

* Shares issued in a private placement, and issued to DOC for

the six months ended June 30, 2026 are already reflected in the historical unaudited condensed consolidated financial statements of USAR

and therefore are not reflected separately.

The Company’s potentially dilutive outstanding securities, including

DOC Warrant to purchase 17,600,584 shares of USAR Common Stock were excluded from the computation of pro forma diluted net loss per share

because their effect would have been anti-dilutive.

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- Definition

Name of the state or province.

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No definition available.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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