Browse EX-10 agreements

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

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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.

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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”),

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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

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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT(this “Agreement”) is entered into on [●], 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).

RECITALS

WHEREAS, it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and any of its Subsidiaries (as defined below) from certain liabilities;

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ADMINISTRATIVE SERVICES AGREEMENT

[●], 2026

InterPrivate Acquisition Management V LLC

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

Ladies and Gentlemen:

This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (File No. 333-295323) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of InterPrivate Investment Partners V, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), InterPrivate Acquisition Management V LLC or its designee (as applicable, the “Provider”) shall directly or indirectly make available to the Company certain office space, utilities and secretarial and administrative support as may be required

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Exhibit 10.8

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and EarlyBirdCapital, Inc. (“EBC” and, collectively with Cantor, the “Subscribers”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant (a “Public Warrant”), as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295323) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and InterPrivate Acquisition Management V LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295323) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at

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Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

WHEREAS, InterPrivate Acquisition Management V LLC (the “Sponsor”) owns an aggregate of 5,031,250 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 656,250 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters in the Company’s initial public offering do not exercise their option to purchase additional units;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2026 by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Registration Statement on Form S-1 (File No. 333-295323), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 17,500,000 units (or 20,125,000 units in the aggregate if the underwriters’ option to purchase additional units (the “Over-Allotment Option”) is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise

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Exhibit 10.4

LETTER AGREEMENT

	[●], 2026

InterPrivate Investment Partners V, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, New York 10019

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

Re: Initial Public Offering

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 17,500,000 units of the Company (or up to 20,125,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each

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LETTER AGREEMENT

[●], 2026

InterPrivate Investment Partners V, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, New York 10019

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

Re: Initial Public Offering

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 17,500,000 units of the Company (or up to 20,125,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each

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