Browse EX-10 agreements

August 4, 2026

MSP Recovery, Inc.

MSP Recovery, LLC

3525 NW 7th St

Miami, FL 33125

Attention:	Special Committee of the Board of Directors of MSP Recovery, Inc.

Tom Hawkins (tomhawkins61@gmail.com)

Roger Meltzer (roger.meltzer@us.dlapiper.com)

	RE:	One-time Limited Advance—Conditions Under Master Transaction Agreement, Security Agreement, and LLCA

Dear Messrs. Hawkins and Meltzer:

Reference is made to:

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…

**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

GLOBAL MASTER SEED TREATMENT SUPPLY AGREEMENT

by and between

CORTEVA AGRISCIENCE LLC

and

PIONEER HI-BRED INTERNATIONAL, INC.

Dated as of [ ]

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INDEX OF DEFINED TERMS

Term	Section
AAA	Section 14.4(c)
Acquired Party	Section 9.2(c)
Action	Section 1.1(1)
Affected Product	Section 5.12(b)
Affiliate	Section 1.1(2)
Agreement	Preamble
Arbitral Tribunal	Section 14.4(c)(i)
Assigning Party	Section 0
Binding Forecast	Section 2.3(b)(ii)
Business Case Criteria	Section 1.1(3)

…

**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and among

CORTEVA, INC.,

VYLOR, INC.

and

THE OTHER SIGNATORIES HERETO

Dated as of [ ]

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS & INTERPRETATION
Section 1.1		General	2
Section 1.2		References; Interpretation	10
ARTICLE II GRANTS OF RIGHTS

…

**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

TRANSITION SERVICES AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of [ ]

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TABLE OF CONTENTS

Page

ARTICLE I Definitions
SECTION 1.1.  Defined Terms	1
ARTICLE II Services to be Provided
SECTION 2.1.  Provision of Services	4
SECTION 2.2.  Service Amendments and Additions	4
SECTION 2.3.  Additional Terms of Services; SpinCo Inventory	6
SECTION 2.4.  Transition Committee; Lead Coordinators	6
SECTION 2.5.  Performance Standard	7
SECTION 2.6.  Warranty Disclaimer	7
SECTION 2.7.  Consents	7
SECTION 2.8.  Migration Plans; Transition	7

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EMPLOYEE MATTERS AGREEMENT

by and between

VYLOR INC.

and

CORTEVA, INC.

Dated as of [ ]

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TABLE OF CONTENTS

Page

ARTICLE I GENERAL PRINCIPLES
Section 1.01. Employees	1
Section 1.02. Employment of Impacted Employees	2
Section 1.03. SpinCo Benefit Plans and RemainCo Benefit Plans as of the Effective Time	3
Section 1.04. Length of Service Crediting	3
Section 1.05. Vacation	4
Section 1.06. Severance	4
Section 1.07. Annual Cash Incentives	5
Section 1.08. Equity Awards	5
Section 1.09. Pension/OPEB/Welfare Benefit Claims	10
Section 1.10. Labor Matters	11
Section 1.11. Expatriate Assignments	11

…

TAX MATTERS AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of [ ], 2026

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1. Definition of Terms	1
ARTICLE II ALLOCATION OF TAX LIABILITIES AND BENEFITS
Section 2.1. Indemnity by RemainCo	5
Section 2.2. Indemnity by SpinCo	6
Section 2.3. Allocation of Ordinary Taxes	6
Section 2.4. Allocation of Transfer Taxes	6
Section 2.5. Allocation of Transaction Taxes	7
Section 2.6. Miscellaneous Taxes	7
Section 2.7. Refunds	7
Section 2.8. Apportioned Tax Attributes	8
Section 2.9. Payment for Certain Attributes	8
Section 2.10. Treatment of Indemnity Payments	8
ARTICLE III PREPARATION AND FILING OF TAX RETURNS

…

Date 26 June 2026

IMC RARE EARTHS LTD

ST. JAMES PLACE LIMITED

Warrant Instrument

(Second Warrant)

IMC Rare Earths Ltd – SJP Second Warrant Instrument – 26 June 2026

1

THIS AGREEMENT is executed on 26 June 2026 (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, 90 Fort Street, Grand Cayman, Cayman Islands (the “Warrantholder”).

BACKGROUND

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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”);

WHEREAS, concurrently with the execution of this Amendment, the Company and the Warrantholder are entering into a separate warrant instrument of even date herewith (the “Second Warrant Instrument”), constituting warrants to subscribe for Ordinary Shares (the “Second Warrants”), which Second Warrants shall become effective and exercisable only upon the occurrence of a Change of Control and only if the Warrants constituted by the Warrant Instrument have not been exercised;

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Exhibit 10.13

** **

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”);

WHEREAS, the parties desire to further amend the Warrant Instrument to (i) provide that the Warrants shall not be exercisable prior to the consummation of the IPO, (ii) impose a beneficial ownership limitation pursuant to which the Warrantholder shall at no time beneficially own more than 9.99% of the outstanding Ordinary Shares, so that the Warrantholder does not become an affiliate of the Company, and (iii) provide for the orderly disposition by the Warrantholder of its Ordinary Shares; and

WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Warrant Instrument.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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FIRST AMENDMENT TO WARRANT INSTRUMENT

This FIRST AMENDMENT TO WARRANT INSTRUMENT (this “Amendment”), dated as of May 8, 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 (the “Warrant Instrument”); and

** **

WHEREAS, the parties desire to amend the Warrant Instrument solely to clarify that the applicable percentage referenced therein is calculated on a fully diluted basis at the time of exercise.

** **

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Amendment to Clause 3.2

Clause 3.2 of the Warrant Instrument is hereby deleted in its entirety and replaced with the following:

“3.2 The Warrants, if exercised in full, shall be converted into such number of Ordinary Shares representing fifteen percent (15%) of the fully diluted Ordinary Shares of the Company outstanding immediately prior to the exercise of the Warrants. Any partial exercise shall be effected on a pro rata basis.”

2. Amendment to Schedule 1

The reference in Schedule 1 under the heading “Number of Ordinary Shares (if exercise the Warrants in full)” is hereby deleted in its entirety and replaced with the following:

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Dated as of 15 May 2026

Warrant Instrument

issued by

** **

IMC RARE EARTHS LTD

** **

to

** **

americas rare earths holdings ltd

This INSTRUMENT is executed as a deed as of 15 May 2026 (the Instrument) by:

IMC RARE EARTHS LTD, an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered office is located at 3rd Floor – Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY 1-1205, Grand Cayman, Cayman Islands (the “Company”).

AMERICAS RARE EARTHS HOLDINGS LTD, an exempted company incorporated under the laws of the Cayman Islands with company number 425983 whose registered office is located at 3rd Floor – Suite 5304, 18 Forum Lane, Camana Bay, Grand Cayman, KY 1-1205, Grand Cayman, Cayman Islands (the “Warrantholder”).

** **

BACKGROUND

** **

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

This Instrument replaces and supersedes the original warrant instrument dated 12 March 2026.

This Instrument witnesses as follows:

…

Date 1st December 2025

IMC RARE EARTHS LTD

ST. JAMES PLACE LIMITED

** **

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

** **

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:

1.	DEFINITIONS AND INTERPRETATION

** **

1.1	The definitions and rules of interpretation set out in this clause apply to this Instrument:

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