Boardroom Alpha
Start trial
S-1 primary document
REA · Registration Statement (Form S-1) · Filed April 13, 2026

Rare Earths Americas Inc — S-1 exhibit

rea-ex10_33.htm
Rare Earths Americas Inc on Boardroom Alpha
EX-10.33

Exhibit 10.33

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2026, by and among Rare Earths Americas, Inc., a Texas corporation (“Successor”), and Jennifer Grafton (“Employee”).

WHEREAS, Employee entered into that certain Employment Agreement dated as of July 31, 2025 with REA Management Company, LLC (the “Employment Agreement”); and

WHEREAS, REA Management Company, LLC merged with and into the Successor as of 11:59 p.m. on December 31, 2025; and

WHEREAS, Successor has acquired all or substantially all of the business and/or assets of REA Management Company, LLC; and

WHEREAS, pursuant to Section 11 of the Employment Agreement, Successor desires to affirmatively assume all of the rights and obligations under the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1.
Assumption. In accordance with Section 11 of the Employment Agreement, Successor hereby expressly assumes and agrees to perform the Employment Agreement in the same manner and to the same extent that REA Management Company, LLC would be required to perform it if no such succession had taken place. Successor shall hereafter be deemed the “Company” as defined in the Employment Agreement.
2.
Employee Consent. To the extent required by Section 11 of the Employment Agreement, Employee hereby consents to this assignment and assumption.
3.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, consistent with Section 20 of the Employment Agreement.

[REST OF PAGE LEFT INTENTIONALLY BLANK]

1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

Rare Earths Americas, Inc.

 

 

 

By:

 

/s/ Daniel Shribman

 

 

 

Name:

 

Daniel Shribman

Title:

 

Chairman of the Board

 

 

 

 

 

 

EMPLOYEE:

 

 

/s/ Jennifer Grafton

 

Jennifer Grafton

 

2

Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.

Full disclaimer