Browse EX-10 agreements

 

LONG TERM EMPLOYMENT CONTRACT

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

and

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 6, rue du Couvent, L-1363 Hesperange, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”; It has been agreed as follows:

 

Preamble:

 

This employment contract (the “Agreement”) sets out the terms and conditions of the Employee’s employment with the Company (the “Appointment”).

…

November 9, 2025

 

 

 

 

SEALCOIN AG

and

 

 

 

 

WISESAT.SPACE CORP

 

 

SOFTWARE-AS-A-SERVICE AGREEMENT

 

 

 

 

BY AND BETWEEN :

(1)

SEALCOIN AG, a Swiss limited liability company with offices located at General-Guisan-Strasse 6, 6300 Zug, Switzerland (“Provider”) ;

 

AND

 

(2)

WISESAT.SPACE CORP, a company incorporated and registered in the British Virgin Islands under Company No. 20250617 (“Client”).

 

Client and Provider are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

WHEREAS :

 

(A)

Provider owns the SEALCOIN agent and platform, a platform designed to enable and empower devices within the Internet of Things (IoT) ecosystem to autonomously transact and manage service-for payment exchanges, including token transactions (the “Platform”);

 

(B)

Client operates a constellation of satellites offering space to device communications and secured transactions (the “Business”);

 

(C)

…

November 9, 2025

 

 

 

WISEKEY SA

 

 

 

 

and

 

 

 

 

WISESAT.SPACE CORP

 

 

LICENSE AGREEMENT

 

 

 

 

 

BY AND BETWEEN :

 

(1)

WISEKEY SA, a Swiss limited liability company with offices located at General-Guisan-Strasse 6, 6300 Zug, Switzer-land (“Licensor”) ;

 

AND

 

(2)

WISESAT.SPACE CORP, a company incorporated and registered in the British Virgin Islands under Company No. 20250617 (the “Licensee”).

 

Licensee and Licensor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

WHEREAS :

  

(A)

Licensor owns the entire right, title, and interest in and has the right to license to Licensee the Software and the Trademark (as defined below);

 

(B)

Licensee operates a constellation of satellites offering space to device communications to customers (the “Business”); and

 

(C)

Licensee wishes to obtain, and Licensor is willing to grant to Licensee, a license under the Software and the Trademark on the terms and conditions set out in this agreement (the “Agreement”).

…

EXECUTION VERSION

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the

registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

FACILITIES AGREEMENT

relating to EUR 1,500,000,000 Multi-Currency Revolving Credit and

Swingline Facilities

dated

3 March 2026

by

AKZO NOBEL N.V.

as Borrower

arranged by

CITIBANK, N.A., LONDON BRANCH

as Coordinator

CITIBANK, N.A., LONDON BRANCH

BANCO SANTANDER, S.A.

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

BNP PARIBAS

DEUTSCHE BANK LUXEMBOURG S.A.

HSBC CONTINENTAL EUROPE

ING BANK N.V.

MORGAN STANLEY BANK AG

as Bookrunners and Mandated Lead Arrangers

and

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH

BARCLAYS BANK PLC

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A., AMSTERDAM BRANCH

J.P. MORGAN SE

NATWEST MARKETS N.V.

…

Exhibit 10.21

COMMERCIAL LEASE (1953 Decree, Articles L 145-1 et seq. of the Commercial Code)

BETWEEN THE UNDERSIGNED:

	-	JMB DÉVELOPPEMENT, a public limited company with a capital of €1,460,550, having its registered office at 4, rue Émile Baudot in PALAISEAU (91120), registered with the Évry Trade and Companies Register under number B 679 803 650,

Represented by Mr. Jean-François BRUNEAU, in his capacity as Chief Executive Officer, duly authorized for the purposes hereof,

Hereinafter referred to as “THE LESSOR”

AND

	-	PASQAL, a simplified joint-stock company with a capital of €34,731.50, having its registered office at 7 rue Léonard de Vincy in Massy (91300), registered with the Evry Trade and Companies Register under number 849 441 522,

…

![](ea027151605_ex1

Exhibit 10.8

MINE DEVELOPMENT AGREEMENT

BETWEEN

THE REPUBLIC OF MALAWI

AND

LANCASTER EXPLORATION LIMITED (BVI)

LANCASTER EXPLORATION LIMITED (MALAWI)

PERTAINING TO THE SONGWE HILL RARE EARTH PROJECT LOCATED IN

PHALOMBE DISTRICT, MALAŴI

26TH JULY 2024

TABLE OF CONTENTS

		Page
CHAPTER 1 – DEFINITIONS AND INTERPRETATION		2
CHAPTER 2 – TRANSPARENCY AND EXPECTATIONS		14
CHAPTER 3 – MINES AND MINERALS ACT MATTERS		16
CHAPTER 4 – FISCAL MATTERS		18
CHAPTER 5 – COMPANY MATTERS		21
CHAPTER 6 – IMPORT AND EXPORT MATTERS		22
CHAPTER 7 – COMMUNITY, EMPLOYMENT AND PROCUREMENT		22
CHAPTER 8 – INFRASTRUCTURE AND LAND		24
CHAPTER 9 – OTHER PERMITS		30
CHAPTER 10 – CURRENCY MATTERS		30
CHAPTER 11 – ENVIRONMENTAL MATTERS		34
CHAPTER 12 – ASSIGNMENT		35

…

SIDE LETTER TO THE LANCASTER NOTE PURCHASE AGREEMENT

This Side Letter (“Side Letter”), dated as of June 2, 2025, is made and entered into by and between MLM Investment Holdings LLC (the “MLM Sponsor”), CIIG Management III LLC (the “CIIG Sponsor”), Michael Minnick (“Michael Minnick”), and First Mile Pref Fund II LLC (the “Investor”). Each of the MLM Sponsor, CIIG Sponsor, Michael Minnick, and the Investor are individually referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, among others, the Investor and Lancaster Exploration Ltd. (“Lancaster”) have entered into that certain note purchase agreement dated as of June 2, 2025, and attached hereto as Exhibit A (the “Note Purchase Agreement”), pursuant to which the Investor has agreed to purchase a convertible promissory note (the “Note”) from Lancaster in the principal amount of $500,000 (the “Purchase Price”) subject to the conditions precedent to such purchase as more fully set forth in the Note Purchase Agreement.

…

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “Agreement”), dated as of June 2, 2025 (the “Execution Date”), is entered into by and between Lancaster Exploration Ltd., a British Virgin Islands company (the “Company”), and the investors (each, an “Investor” and together with the Company, the “Parties”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).

RECITAL

On the terms and subject to the conditions set forth herein, the Investors are willing to purchase from the Company, and the Company is willing to sell to the Investors, in the amounts set forth across from such Investor’s name in the Schedule of Investors, a Convertible Promissory Note in the aggregate principal amount of $500,000, in the form attached hereto as Exhibit B (the “BCA Note”, and such Investor, the “BCA Note Investor”), and a Convertible Promissory Note in the aggregate principal amount of $250,000, in the form attached hereto as Exhibit C (the “Form F-4 Note”, and such Investor, the “F-4 Note Investor”),

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain confidential information has been excluded from this document because Mkango Rare Earths Limited (“MKAR”) has determined that the information (i) is both not material and (ii) is the type that MKAR treats as private or confidential. Such information is marked in the document by exhibit with an asterisk [**].

PROJECT DEVELOPMENT FUNDING AGREEMENT

between

LANCASTER EXPLORATION LIMITED and

UNITED STATES INTERNATIONAL DEVELOPMENT FINANCE CORPORATION

Dated as of the Effective Date

DFC Project Number [**]

TABLE OF CONTENTS

…