Standard Terms and Conditions of USA Rare Earth Magnets, LLC

1. Applicability. The purchase order to which these terms and conditions are attached or

incorporated by reference is an offer by USA Rare Earth Magnets, LLC (the “Buyer“) for the purchase of the

goods specified on the face of this purchase order (the “Goods“) and any applicable services (“Services”) from

the party to whom the purchase order is addressed (the “Vendor“) in accordance with and subject to these

terms and conditions (the “Terms“; together with the terms and conditions on the face of the purchase order,

the “Order“). This Order, together with any documents incorporated herein by reference, including the

Contractor TIF Addendum (if attached), constitutes the sole and entire agreement of the parties with respect to

the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations,

representations and warranties, and communications, both written and oral, with respect to the subject matter

of the Order. The Order expressly limits Vendor’s acceptance to the terms of the Order. These Terms prevail over

any terms or conditions contained in any other documentation and expressly exclude any of Vendor’s general

terms and conditions of sale or any other document issued by Vendor in connection with this Order. These

Terms apply to any repaired or replacement Goods provided by Vendor hereunder. Unless otherwise specified

in this Order, Buyer is not obligated to any minimum purchase or future purchase obligations.

2. Acceptance. This Order is not binding on Buyer until Vendor accepts the Order in writing. Buyer

may withdraw the Order at any time before it is accepted by Vendor.

3. Delivery Date. Vendor shall provide the Services, if applicable, and deliver the Goods in the

quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the

“Delivery Date“). Timely delivery of the Goods and provision of Services is of the essence. If Vendor fails to

provide the Services or deliver the Goods in full on the Delivery Date, Buyer may terminate the Order

immediately by providing written notice to Vendor and Vendor shall indemnify Buyer against any losses, claims,

damages, and reasonable costs and expenses directly attributable to Vendor’s failure to provide the Services

or deliver the Goods on the Delivery Date, which shall include any losses associated with obtaining

replacement goods or services.

4. Quantity. If Vendor delivers more or less than the quantity of Goods ordered, Buyer may reject all

or any excess Goods. Any such rejected Goods shall be returned to Vendor at Vendor’s risk and expense. If

Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced

quantity, the Price for the Goods shall be adjusted on a pro-rata basis and Vendor shall be liable for any of

Buyer’s losses incurred in supplementing undelivered Goods.

5. Delivery Location. All Services shall be provided at, and all Goods shall be delivered to the

address specified in this Order (the “Delivery Location“) during Buyer’s normal business hours or as otherwise

instructed by Buyer.

6. Shipping Terms. Unless otherwise specified in this Order, Delivery shall be made INCOTERMS®2020

DDP at Delivery Location. Vendor shall give written notice of shipment to Buyer when the Goods are delivered

to a carrier for transportation. Vendor shall provide Buyer all shipping documents, including the commercial

invoice, packing list, air waybill/bill of lading, and any other documents necessary to release the Goods to

Buyer within three (3) business days after Vendor delivers the Goods to the transportation carrier. The Order

number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices,

correspondence and any other documents pertaining to the Order.

7. Title and Risk of Loss. Unless otherwise specified in this Order, title passes to Buyer upon delivery of

the Goods to the Delivery Location. Vendor bears all risk of loss or damage to the Goods until delivery of the

Goods to the Delivery Location.

8. Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, if there

are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.

Vendor must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return

of such packaging material shall be made at Vendor’s expense. Unless otherwise specified, when the price

under this Order is based on the weight of ordered goods, such price covers net weight of material ordered

only. Any charges for boxing, crating, handling, storage or other packing requirements shall be stated

separately on Vendor’s invoice. Vendor shall mark all containers with necessary lifting, handling and shippinginformation and also purchase order numbers, release numbers, dates of shipment, and the names of the

consignee and consignor. An itemized packaging sheet must accompany each shipment.

9. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in

writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.

Buyer may at any time, in writing, suspend performance hereunder, increase or decrease the ordered

quantities or make changes within the general scope of this Order in any one or more of the following ways: (a)

applicable drawings, designs or specifications; (b) method of shipment or packing, and/or, (c) place of

delivery and/or delivery schedule. If any such change causes an increase or decrease in the cost of, or the

time required for performance of this Order, an equitable adjustment shall be made in the Order price or

delivery schedule, or both, and the Order shall be modified in writing accordingly. No claim by Vendor for

adjustment shall be valid unless asserted within twenty (20) days from the date of receipt by Vendor of the

notification of change provided, however, that such period may be extended upon the written approval of

Buyer. Nothing in this Section shall excuse Vendor from proceeding with the Order as changed or amended.

10. Inspection and Rejection of Nonconforming Goods and Services.

(a) Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer,

at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the

Goods if it determines the Goods are nonconforming or defective or otherwise breach any warranty

made in accordance with these Terms or the Order. If Buyer rejects any portion of the Goods, Buyer has

the right, effective upon written notice to Vendor, to: (a) rescind the Order in its entirety; (b) accept the

Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected

Goods. If Buyer requires replacement of the Goods, Vendor shall, at its expense, promptly replace the

nonconforming Goods and pay for all related expenses, including, but not limited to, transportation

charges for the return of the defective goods and the delivery of replacement Goods. If Vendor fails to

timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge

Vendor the cost thereof and terminate this Order for cause pursuant to Section 19. Any inspection or

other action by Buyer under this Section shall not reduce or otherwise affect Vendor’s obligations under

the Order, and Buyer shall have the right to conduct further inspections after Vendor has carried out its

remedial actions. Payment for the goods shipped and services performed shall not constitute

acceptance. Goods and services will only be deemed accepted when they have actually been

counted, inspected, and tested by Buyer and found by Buyer to be in conformance with this Order.

Irrespective of any prior inspections or the point of delivery pursuant to the applicable Incoterm, Vendor

shall bear all risks of loss, damage, or destruction for nonconforming goods. Vendor shall also bear the

same risks with respect to goods rejected by Buyer. Buyer shall be responsible for loss to the extent

attributable to the gross negligence of its employees.

(b) Services. Buyer will notify Vendor in writing within thirty (30) days of receiving a

deliverable whether it accepts or rejects the deliverable. Buyer may reject any deliverable which does

not comply with the description of work and/or with Buyer’s standards. If Buyer fails to notify Vendor

within the specified time, Buyer will be deemed to have accepted the deliverable. If Buyer rejects it,

Buyer may either terminate the Order pursuant to these Terms or allow Vendor an opportunity to revise

the deliverable to render it acceptable to Buyer. Buyer’s acceptance of a deliverable does not in any

way constitute a waiver of Buyer’s rights available pursuant to the Order, these Terms, or under

applicable law.

11. Price. The price of the Goods and/or Services is the price stated in the Order (the “Price“). “Sales

Tax” means any sales, use, service, value added, goods and services, consumption, cess or duties, or other

similar taxes or duties in any country which are chargeable on any sum payable in connection with the

purchase of the Goods. Unless otherwise specified in the Order, the Price includes all packaging, transportation

costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, but exclusive of

Sales Taxes unless such Sales Taxes are not recoverable for Buyer. If chargeable, the Sales Taxes

which can be recovered by Buyer will be payable in addition by Buyer in the manner and at the

rate required by applicable law or regulation, provided that Buyer shall not be obliged to pay

any amount in respect of Sales Taxes to Vendor, whether recoverable or not for Buyer, unless

and until Vendor produces an invoice (i) complying with such regulations as the authority

2responsible for the collection of Sales Taxes may stipulate, (ii) addressed to the Buyer legal entity

mentioned in the Order and (iii) on which such Sales Taxes are separately itemized. No increase in

the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the

prior written consent of Buyer.

12. Invoicing and Payment Terms. Invoices shall be submitted electronically and shall contain the

following information: purchase order number, item number, description of items, sizes, quantities, unit prices,

information legally required in Buyer’s country and extended totals in addition to any other information

specified elsewhere herein, including the Contractor TIF Addendum, if attached. Invoices for provided Services

must include a description of the work, including any deliverables, as delineated in the Order, describe the

services that Vendor will provide/has provided, and the associated fees. Unless otherwise specified in this

Order, Vendor shall issue an invoice to Buyer on or any time after the completion of delivery and only in

accordance with the Terms. Unless otherwise specified in this Order, Buyer shall pay all properly invoiced

amounts due to Vendor within sixty (60) days after Buyer’s receipt of such invoice, except for any amounts

disputed by Buyer in good faith. All payments hereunder must be in US dollars. Payment of invoice shall not

constitute acceptance of goods or services and shall be subject to adjustment for errors, shortage, defects in

goods or other failure of Vendor to meet the requirements of the Order.

13. Setoff. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set

off at any time any amount owing to it by Vendor against any amount payable by Buyer to Vendor.

14. Warranties. Vendor warrants to Buyer that for a period of twenty-four (24) months from the

Delivery Date, all Goods and, if applicable, Services will: (a) be free from any defects in workmanship, material

and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements

specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be

free and clear of all liens, security interests or other encumbrances; (f) not infringe or misappropriate any third

party’s patent or other intellectual property rights; and (g) will be new and not refurbished, unless expressly

permitted by the Order. These warranties survive any delivery, inspection, acceptance or payment of or for the

Goods or Services by Buyer. These warranties are cumulative and in addition to any other warranty provided by

law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the

noncompliance of the Goods with the foregoing warranties. If Buyer gives Vendor notice of noncompliance

with this Section, Vendor shall, at its own cost and expense, promptly replace or repair the defective or

nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for

the return of the defective or nonconforming goods to Vendor and the delivery of repaired or replacement

Goods to Buyer.

15. General Indemnification and Damages. Vendor shall defend, indemnify and hold harmless

Buyer and Buyer’s parent company, their subsidiaries, affiliates, successors or assigns and their respective

directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees“) against any

and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine,

cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any

right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses“)

arising out of or occurring in connection with the products purchased from Vendor or Vendor’s negligence,

willful misconduct or breach of the Terms. Vendor shall not enter into any settlement without Buyer’s or

Indemnitee’s prior written consent.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, a) IN NO EVENT SHALL VENDOR BE ENTITLED TO INDIRECT,

SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE,

REVENUE, GOODWILL, OR PRODUCTION DOWNTIME, EVEN IF VENDOR IS ADVISED OF THE SAME; AND b) BUYER’S

TOTAL LIABILITY FOR DAMAGES UNDER THIS ORDER WILL NOT EXCEED THE PRICE ALLOCABLE TO THE GOODS OR

SERVICES GIVING RISE TO THE CLAIM.

16. Intellectual Property Indemnification. Vendor shall, at its expense, defend, indemnify and hold

harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim

that Buyer’s or Indemnitee’s use or possession of the Goods or deliverables attributable to Services provided

infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third

party. In no event shall Vendor enter into any settlement without Buyer’s or Indemnitee’s prior written consent.

317. Insurance. Unless otherwise described in the Order, during the term of the Order and for a period

of two (2) years thereafter, Vendor shall, at its own expense, maintain and carry insurance in full force and

effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no

less than $1,000,000 per incident and $3,000,000 aggregate with financially sound and reputable insurers. Upon

Buyer’s request, Vendor shall provide Buyer with a certificate of insurance from Vendor’s insurer evidencing the

insurance coverage specified in this Order. Vendor shall provide Buyer with fifteen (15) days’ advance written

notice in the event of a cancellation or material change in Vendor’s insurance policy. Except where prohibited

by law, Vendor shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the

Indemnitees.

18. Compliance with Law.

(a) Vendor is in compliance with and shall comply with all applicable laws, regulations and

ordinances. Vendor has and shall maintain in effect all the licenses, permissions, authorizations, consents

and permits that it needs to carry out its obligations under the Order. Vendor shall comply with all export

and import laws of all countries involved in the sale of Goods under this Order. Vendor assumes all

responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate

this Order if any government authority imposes antidumping duties, countervailing duties or any

retaliatory duties on the Goods.

(b) Vendor will electronically provide a Safety Data Sheet to [procurement@usare.com] for

those chemicals purchased under this Order which are regulated by regulations within the countries

these chemicals are supplied to. Vendor certifies, by acceptance of this Order, that the chemicals

purchased are legally allowable to be used within the country or are subject to an exemption and that

the exemption is specified in the Safety Data Sheet.

(c) Vendor shall not offer, promise or agree to give any financial or other advantage

(including, but not limited to, any money, gifts or gratuities of any kind) to Buyer’s employees, agents or

members of their families or to any third party (including, but not limited to, any official or employee of

any government, governmental or regulatory agency or other public body) to secure or influence any

business transaction in relation to this Order. Violations shall be a material breach of this Order.

19. Termination. Buyer may terminate this Order, in whole or in part, at any time with or without

cause for undelivered Goods or unprovided Services with immediate effect upon written notice to the Vendor,

either before or after the acceptance of the Goods and/or Services, if Vendor has not performed or complied

with any of these Terms, in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy or

commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or

assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Vendor.

If Buyer terminates the Order for any reason, Vendor’s sole and exclusive remedy is payment for the Goods

and/or Services received and accepted by Buyer prior to the termination. Buyer may terminate this Order upon

written notice if there is any attachment made over the Goods by a third party.

20. Limitation of Liability. Nothing in this Order shall exclude or limit (a) Vendor’s liability under

Sections 14, 15, 16 and 22 hereof, or (b) Vendor’s liability for fraud, personal injury or death caused by its

negligence or willful misconduct.

21. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless

explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no

failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall

operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power

or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,

power or privilege.

22. Confidential Information.

(a) All non-public, confidential or proprietary information of the Buyer, including, but not

limited to, specifications, samples, patterns, designs, plans, drawings, trade secrets, research,

4development, products, methods of manufacture, technology, finances, documents, data (including

personal data), business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to

Vendor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media,

and whether or not marked, designated or otherwise identified as “confidential,” in connection with the

Order (“Buyer’s Confidential Information”) is confidential, solely for the use of performing the Order and

may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Vendor shall

promptly return all documents and other materials received from Buyer. Buyer shall be entitled to

injunctive relief for any violation of this Section. Vendor agrees to take all reasonable precautions to

prevent the unauthorized dissemination of Buyer’s Confidential Information, both during the

performance and after the completion or termination of the Order. Vendor agrees to limit its internal

distribution of Buyer’s Confidential Information to its employees and agents who have a need-to-know

and to take steps to ensure that the dissemination is so limited. Vendor agrees not to use any Buyer’s

Confidential Information of its own benefit or for the benefit of anyone other than Buyer. Vendor agrees

not to reverse engineer, decompile, or disassemble Buyer’s Confidential Information or derive or

attempt to derive the source code, algorithmic nature or structure of any object code portions of

Buyer’s Confidential Information except and only to the extent that such activity is expressly permitted

by applicable law notwithstanding this limitation. This Section shall not apply to information that is: (a) in

the public domain; (b) known to the Vendor at the time of disclosure; or (c) rightfully obtained by the

Vendor on a non-confidential basis from a third party. ALL BUYER CONFIDENTIAL INFORMATION IS

PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING

ACCURACY OR PERFORMANCE. Further, upon completion or termination of the Order, Vendor agrees to

(at Buyer’s sole option) destroy or return to Buyer, all Buyer Confidential Information, including but not

limited to all documentation, notes, plans, drawings and copies thereof and to provide certification of

such destruction within thirty (30) days after termination or expiration of the Order.

(b) Vendor shall not in any manner, advertise, publish, or release any information concerning

this Order, or any portion thereof, without the prior written consent of Buyer. Vendor shall not use Buyer’s

name in any way, including without limitation, a general or sample listing of Vendor’s customers, without

Buyer’s prior written consent. This Order does not grant or confer any right to use any trademark, trade

name, logo, service mark or other mark of Buyer or its Affiliates, in any advertising, publications,

promotional activities, or for any other purpose. Any violation of this Section shall be deemed a material

breach of this Order.

23. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have

defaulted under or breached this Order, for any failure or delay in fulfilling or performing any term of this Order

(except for any obligations to make payments to the other party hereunder), when and to the extent such

party’s (the “Impacted Party“) failure or delay is caused by or results from the following force majeure events

(“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c)

war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d)

government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Order; and

(f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns or other industrial

disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or

storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or

suitable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party

shall give notice as soon as practicable but in no case more than fifteen (15) days of the Force Majeure Event

to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall

use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are

minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably

practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains

uncured for a period of fifteen (15) consecutive days following written notice given by it under this Section 23,

the other party may thereafter terminate this Order upon written notice.

24. Assignment. Vendor shall not assign, transfer, delegate or subcontract any of its rights or

obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation

in violation of this Section shall be null and void. No assignment or delegation shall relieve the Vendor of any of

its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or

obligations under the Order without Vendor’s prior written consent.

525. Relationship of the Parties. The relationship between the parties is that of independent

contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint

venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither

party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of

exclusivity shall be construed from this Order.

26. No Third-Party Beneficiaries. This Order is for the sole 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 or entity any legal or equitable right, benefit or remedy of any nature

whatsoever under or by reason of these Terms.

27. Governing Law. All matters arising out of or relating to this Order shall be governed exclusively by

and construed in accordance with the internal laws of the State of Oklahoma 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 those of the State of Oklahoma.

28. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this

Order shall be instituted exclusively in the federal courts of the United States of America in the Western District of

Oklahoma or the courts of the Nineth Judicial Circuit of the State of Oklahoma, and each party irrevocably

submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

29. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in

addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

30. Notices. All notices, request, consents, claims, demands, waivers and other communications

hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the

face of this Order or to such other address that may be designated by the receiving party in writing. All Notices

shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile

(with confirmation of transmission) or certified or registered mail (in each case, return receipt requested,

postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the

receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

31. Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Order

or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after

any termination or expiration of this Order including, but not limited to, the following provisions: Setoff,

Warranties, General Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws,

Confidentiality, Governing Law, Submission to Jurisdiction/Arbitration and Survival.

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Incoterms® and the Incoterms® 2020 logo are trademarks of ICC. Use of these trademarks does not imply

association with, approval of, or sponsorship by ICC unless specifically stated above. The Incoterms® Rules are

protected by copyright owned by ICC. Further information on the Incoterm® Rules may be obtained from the

ICC website iccwbo.org.

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