Browse EX-10 agreements

Date 1st December 2025

IMC RARE EARTHS LTD

ST. JAMES PLACE LIMITED

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Warrant Issuance

THIS AGREEMENT is executed on 1st December 2025 (the Instrument) by:

IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered address is 3rd Floor - Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY1-1205, Grand Cayman, Cayman Islands (the “Company”); and

ST. JAMES PLACE LIMITED, an exempted company incorporated under the laws of Cayman Islands with company registration number #410975, and whose address is Suite 303, Sussex House, Suite 200, 128 Elgin Avenue, George Town, Grand Cayman KY1-1206, Cayman Islands (the “Warrantholder”).

BACKGROUND

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The Company wishes to grant the Warrantholder (as defined below) the Warrants (as defined below) to subscribe for Ordinary Shares (as defined below) on the terms set out in this Instrument.

This Instrument witnesses as follows:

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THIRD AMENDMENT TO WARRANT INSTRUMENT

This THIRD AMENDMENT TO WARRANT INSTRUMENT (this “Amendment”), dated as of June 26, 2026, is entered into by and between IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and ST. JAMES PLACE LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Warrantholder”).

RECITALS

WHEREAS, the Company and the Warrantholder are parties to that certain Warrant Instrument, dated December 1, 2025, as amended by the First Amendment to Warrant Instrument, dated as of May 8, 2026, and the Second Amendment to Warrant Instrument, dated as of June 3, 2026 (as so amended, the “Warrant Instrument”);

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Exhibit 10.13

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SECOND AMENDMENT TO WARRANT INSTRUMENT

This SECOND AMENDMENT TO WARRANT INSTRUMENT (this “Amendment”), dated as of June 3, 2026, is entered into by and between IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and ST. JAMES PLACE LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Warrantholder”).

RECITALS

WHEREAS, the Company and the Warrantholder are parties to that certain Warrant Instrument, dated December 1, 2025, as amended by the First Amendment to Warrant Instrument, dated as of May 8, 2026 (as so amended, the “Warrant Instrument”);

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of [*], is by and between Zensitive Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [*], an individual (the “Executive Officer”).

AGREEMENT

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1. **Appointment. **The Executive Officer was appointed as [*] (the “[*]”) on [*]. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on [*]. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the [*] pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Stock Market LLC (to the extent applicable

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INDEPENDENT DIRECTOR AGREEMENT

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**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of [*], is by and between Zensitive Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [*], an individual (the “Director”) and shall become effective on the effective date of the registration statement of the Company’s initial public offering (the “Effective Date”).

RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

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		Member FINRA/SIPC
		1461 Glenneyre Street, Suite D
		Laguna Beach, CA 92651
		Phone (866) 209-1955

April 14, 2026

CONFIDENTIAL

Siyata PTT

1751 Rue Richardson, Suite 2207

Montreal, QC H3K 1G6

This is to confirm our understanding pursuant to which Siyata PTT, a corporation incorporated under the laws of the Cayman Islands (the “Company”), has agreed (the “Agreement”), to engage Digital Offering, LLC (“DO”), to act as its exclusive financial advisor during the Term (as defined below).

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 17, 2026, by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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EXECUTION COPY

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STOCK PURCHASE AGREEMENT

among

CORE AI HOLDINGS, INC.

SIYATA PTT INCORPORATED

and

MR. MARC SEELENFREUND

dated as of December 29, 2025

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of December 29, 2025, is entered into among Core AI Holdings, Inc., a corporation existing under the laws of the Province of British Columbia (“Seller”), Siyata PTT Incorporated, a corporation existing under the laws of the Cayman Islands (the “Company”), and Mr. Marc Seelenfreund, or a company affiliated with Marc Seelenfreund (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto. The term “Disclosure Schedules” means the disclosure schedules, attached hereto and made a part hereof, delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

RECITALS

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of July 13, 2026, by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and L1 Capital Global Opportunities Master Fund, a Caymans company, with its address at 3rd Floor Zephyr House, 122 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-1001 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of May 14, 2026, by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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