Browse EX-10 agreements

AMENDMENT TO LOAN AGREEMENT

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This Loan Agreement (“Agreement”) is made and entered into as of April 9, 2026 and is an amended extension of the loan agreement dated January 28, 2026, by and between:

Name: FRANCESCO SCOLARO
Address: 1 Place des Moulins, Europa Residence, Monaco
(Hereinafter referred to as the “Lender”)

and

Name: IMC RARE EARTHS LTD (AND ITS SUBSIDIARIES)
Address: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983
(Hereinafter referred to as the “Borrower”)

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1. Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (the “Loan”).

1.2 The Loan shall be used exclusively to fund exploration, development, and related operational activities on the Itarantim Project (the “Project”), located in Brazil.

2. Disbursement of Funds

2.1 The Loan shall be disbursed in one or more tranches to the Borrower’s designated bank account and or for the settlement of invoices related to the Project, upon satisfaction of any agreed-upon conditions precedent.

2.2 The initial disbursements have occurred starting on 22 June 2022, commencing with the incorporation of Niobium Brazil Importacao E Exportacao Ltda (Registration number 46.288.764/0001-69), subject to the execution of this Agreement.

3. Interest Rate

3.1 The Loan shall bear no interest (0.0% per annum).

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LOAN AGREEMENT

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This Loan Agreement (“Agreement”) is made and entered into as of January 28, 2026 and is an amended extension of the loan agreement dated October 1, 2025, by and between:

Name: FRANCESCO SCOLARO

Address: 1 Place des Moulins, Europa Residence, Monaco

(Hereinafter referred to as the “Lender”)

and

Name: IMC RARE EARTHS LTD (AND ITS SUBSIDIARIES)

Address: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand

Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983

(Hereinafter referred to as the “Borrower”)

1.	Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (the “Loan”).

1.2 The Loan shall be used exclusively to fund exploration, development, and related operational activities on the Itarantim Project (the “Project”), located in Brazil.

2.	Disbursement of Funds

2.1 The Loan shall be disbursed in one or more tranches to the Borrower’s designated bank account and or for the settlement of invoices related to the Project, upon satisfaction of any agreed-upon conditions precedent.

2.2 The initial disbursements have occurred starting on 22 June 2022, commencing with the incorporation of Niobium Brazil Importacao E Exportacao Ltda (Registration number 46.288.764/0001-69), subject to the execution of this Agreement.

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LOAN AGREEMENT

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This Loan Agreement (“Agreement”) is made and entered into as of October 1, 2025 and is an amended extension of the loan agreement dated October 23, 2024, by and between:

Name: FRANCESCO SCOLARO

Address: 1 Place des Moulins, Europa Residence, Monaco

(Hereinafter referred to as the “Lender”)

and

Name: IMC RARE EARTHS LTD (AND ITS SUBSIDIARIES)

Address: 18 Forum Lane, Camana Bay, 3rd Floor – Suite 5304, P.O. Box 31230, Grand

Cayman KY1-1205, Cayman Islands

Company Registration Number: CR-425983

(Hereinafter referred to as the “Borrower”)

1.	Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Five Million United States Dollars (US$5,000,000) (the “Loan”).

1.2 The Loan shall be used exclusively to fund exploration, development, and related operational activities on the Itarantim Project (the “Project”), located in Brazil.

2.	Disbursement of Funds

2.1 The Loan shall be disbursed in one or more tranches to the Borrower’s designated bank account and or for the settlement of invoices related to the Project, upon satisfaction of any agreed-upon conditions precedent.

2.2 The initial disbursements have occurred starting on 22 June 2022, commencing with the incorporation of Niobium Brazil Importacao E Exportacao Ltda (Registration number 46.288.764/0001-69), subject to the execution of this Agreement.

…

LOAN AGREEMENT

This Loan Agreement (“Agreement”) is made and entered into as of January 23, 2024 by and between:

Name: FRANCESCO SCOLARO

Address: 1 Place des Moulins, Europa Residence, Monaco

(Hereinafter referred to as the “Lender”)

and

Name: IMC RARE EARTHS LTD (AND ITS SUBSIDIARIES)

Address: Trust House, 112 Bonadie Street, Kingstown, St Vincent and the Grenadines

Company Registration Number: 27069 BC 2024

(Hereinafter referred to as the “Borrower”)

1. Loan Amount and Purpose

1.1 The Lender agrees to loan the Borrower the principal amount of Two Million Five Hundred and Forty Two Thousand Eight Hundred and Thirty Eight United States Dollars (US$2,542,838) (the “Loan”).

1.2 The Loan shall be used exclusively to fund exploration, development, and related operational activities on the Itarantim Project (the “Project”), located in Brazil.

2. Disbursement of Funds

2.1 The Loan shall be disbursed in one or more tranches to the Borrower’s designated bank account and or for the settlement of invoices related to the Project, upon satisfaction of any agreed-upon conditions precedent.

2.2 The initial disbursements have occurred starting on January 23, 2024, commencing with the incorporation of IMC Rare Earths Participacoes Ltda (Registration number 54.360.765/0001-61) and transfer of ownership of Niobium Brazil Importacao E Exportacao Ltda (Registration number 46.288.764/0001-69) to IMC Rare Earths Participacoes Ltda, subject to the execution of this Agreement.

3. Interest Rate

3.1 The Loan shall bear no interest (0.0% per annum).

…

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**‎ROYALTY AGREEMENT **

BETWEEN

MINERADORA HAVILAH IMPORTAÇÃO E EXPORTAÇÃO LTDA.

AND

NIOBIUM BRAZIL IMPORTAÇÃO E EXPORTAÇÃO LTDA

Table of Contents

Article** 1 **	INTERPRETATION	1
** **
1.1	Definitions	1
1.2	Exhibits	10
1.3	Governing Law	10
1.4	Severability	10
1.5	Calculation of Time	10
1.6	Headings	10
1.7	Other Matters of Interpretation	10
** **
Article** 2 **	ROYALTY GRANT	11
** **
2.1	Grant of Royalty	11

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 13, 2026 (the “Effective Date”), by and between IMC Rare Earths Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Francesco Scolaro (“Executive”).

WHEREAS, the Company wishes to employ Executive as the Chief Executive Officer of the Company and Executive wishes to work as the Chief Executive Officer of the Company; and

WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1. Employment. The Company agrees to employ Executive, and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth herein, for a period commencing on the Effective Date and ending on the date this Agreement is terminated in accordance with Section 5 (the “Employment Term”).

2. Position; Duties. During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company and Chairman of the Board of Directors of the Company (the “Board”). In such position, Executive shall report to the Board and shall have such duties and authority as are customary to such position and as otherwise determined from time to time by the Company.

3. Compensation.

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Exhibit 10.2

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IMC RARE EARTHS LTD

2026 OMNIBUS INCENTIVE PLAN

FORM OF OPTION GRANT NOTICE AND OPTION AGREEMENT

This Option Grant Notice and Option Agreement, including any exhibits hereto, this “Agreement”, is made by and between IMC Rare Earths Ltd, an exempted company incorporated in the Cayman Islands with limited liability, the “Company”, and the individual named below, the “Participant”, pursuant to the IMC Rare Earths Ltd 2026 Omnibus Incentive Plan, as may be amended from time to time, the “Plan”. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan.

OPTION GRANT NOTICE

The Company hereby grants to the Participant an Option to purchase Ordinary Shares, subject to the terms and conditions of the Plan and this Agreement, as follows:

Grant Detail		Terms
Participant		____________________________
Date of Grant		____________________________

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IMC RARE EARTHS LTD

2026 OMNIBUS INCENTIVE PLAN

(Adopted by shareholders resolution passed on ____ June 2026)

Section 1. General.

The name of the Plan is the IMC Rare Earths Ltd 2026 Omnibus Incentive Plan (the *“Plan”). *The Plan intends to: *(i) *encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; *(ii) *give Participants an incentive for individual performance; *(iii) *promote teamwork among Participants; and *(iv) *give the Company an advantage in attracting and retaining key Employees, Directors, and Consultants. To accomplish such purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance-Based Awards (including performance-based Restricted Shares and Restricted Share Units), Other Share-Based Awards, Other Cash-Based Awards or any combination of the foregoing.

WARNING: THE CONTENTS OF THIS PLAN HAVE NOT BEEN REVIEWED BY ANY REGUALTORY AUTHORITY. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PLAN, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

a) *“Administrator” *means the Board, or, if and to the extent the Board does not administer the Plan, the Committee appointed by the Board to administer the Plan in accordance with Section 3 of the Plan.

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EXECUTION VERSION

SECURITY AGREEMENT

dated as of

January 25, 2017,

between

NEW YORK RANGERS, LLC

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

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*Table of Contents *

				Page
ARTICLE I
Definitions

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AMENDMENT NO. 1, dated as of November 6, 2025 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 14, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement), among NEW YORK RANGERS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Agent (in such capacity, the “Agent”).

WHEREAS, the Borrower has requested that the Commitments and Loans under the Existing Credit Agreement be refinanced with a new tranche of revolving credit commitments and loans thereunder in an aggregate principal amount equal to $250,000,000 as further described below and, in connection therewith, the Borrower and the Lenders party hereto have agreed to amend the Existing Credit Agreement pursuant to Section 2 below (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”);

WHEREAS, each Lender holding Commitments and/or Loans under the Existing Credit Agreement (each, an “Existing Lender” and, collectively, the “Existing Lenders”) that executes and delivers a signature page to this Amendment (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”) has agreed to the terms of this Amendment upon the effectiveness of this Amendment on the Amendment Effective Date; and

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EXECUTION VERSION

AMENDMENT NO. 3, dated as of December 14, 2021 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 6, 2020 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement), among NEW YORK RANGERS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Agent (in such capacity, the “Agent”).

WHEREAS, the Borrower has requested that the Commitments and Loans under the Existing Credit Agreement be refinanced with a new tranche of revolving credit commitments and loans thereunder in an aggregate principal amount equal to $250,000,000 as further described below and, in connection therewith, the Borrower and the Lenders party hereto have agreed to amend the Existing Credit Agreement pursuant to Section 2 below (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”);

WHEREAS, each Lender holding Commitments and/or Loans under the Existing Credit Agreement (each, an “Existing Lender” and, collectively, the “Existing Lenders”) that executes and delivers a signature page to this Amendment (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”) has agreed to the terms of this Amendment upon the effectiveness of this Amendment on the Amendment Effective Date; and

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