Professional Consulting Agreement, dated as of February 17, 2021, by and between Rare Element Resources, Inc. and Kelli Kast as amended effective January 1, 2022 and January 1, 2023

Performance of Services. The Consultant shall perform the professional consultancy services described on the attached Exhibit A: Description of Services and such other services as are requested by RER from time to time (the “Services”).  All Services performed by Consultant shall be in strict accordance with Exhibit A and any written instructions to Consultant from RER from time to time.

Fees and Reimbursable Services. RER shall pay the Consultant for the Services at a rate set forth on Exhibit A: Description of Services

Invoices. The Consultant shall invoice RER monthly pursuant to the retainer rate set froth n Exhibit A. Invoices shall be submitted timely as requested by the accounting contact at RER. Consultant shall submit reimbursable expenses on the RER approved expense reimbursement form as provided by RER. RER will pay the Consultant within twenty working days following invoice approval, which shall be no longer than 5 days following receipt, unless RER notifies Consultant within such 5-day period of an objection to the invoice.  

Scope of Services.  It is understood that Consultant shall provide business consultancy based upon prior experience with RER. These services include advising on strategic relationships, financings, permitting, business administration, governance, human resources, and other management consulting as desired. The Company acknowledges that Consultant is a licensed attorney, licensed in the State of Idaho, however, her engagement is not as an attorney representing RER in a legal capacity, nor will Consultant handle any funds of the Company as a legal representative.

Standard of Services.  The Consultant shall perform the Services with that degree of care, skill and judgment, which is customarily exercised by professionals in the performance of services of a similar nature in the same geographical area.

Permits and Licenses. In performing the Services, the Consultant shall comply with any and all applicable federal, state, and local  laws, rules, regulations, and interpretations of all regulating agencies, including, but not limited to, statutes, ordinances, regulations, rules, building codes, permits, requirements, decree orders, and directives from any lawful public agency or authority.

Insurance. The Consultant hereby confirms that she is an independent Consultant, not an employee of RER, for any purpose including worker’s compensation statutes. Further, the Consultant hereby waives and agrees to indemnify and hold harmless RER and its officers, directors, affiliates, agents and employees from any and all worker’s compensation claims, damages, losses, and expenses arising out of, or resulting from bodily injury, including personal injury, sickness, disease, or death of any and all employees of Consultant who would otherwise be covered by Consultant’s worker’s compensation insurance. This waiver and agreement to indemnify does not relieve RER from any liability for injury to Consultant to the extent caused by the negligent acts of RER, its agents, employees, or representatives.  

Indemnification. The Consultant shall indemnify and hold harmless RER and its officers, directors, affiliates, employees and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from the negligence, knowingly wrongful acts, errors or omissions of the Consultant.  

Disclosure of Information and Non-Competition.

All materials, data, specifications, plans, inventions, documents or other information prepared, developed or delivered to RER, or obtained by Consultant

Confidential Information which is or becomes part of the public domain other than by acts or omissions of Consultant; or

Confidential Information which was lawfully in the possession of the Consultant at the time she initially became involved with the Services and was not acquired by Consultant directly from RER or any of its employees, affiliates, or contractors or anyone acting directly or indirectly for, or on behalf of, RER; or

Confidential Information which Consultant is legally compelled by applicable law, by any court, governmental agency, or regulatory authority, or by subpoena or discovery request in pending litigation, but only if, to the extent lawful, Consultant gives RER prompt written notice of the fact prior to the disclosure so that RER may request a protective order or other remedy to prevent or limit such disclosures, and in the absence of such protective order or other remedy, Consultant may disclose only such portion of the Confidential Information which she is legally obligated to disclose.  

In the event of a breach or threatened breach by the Consultant of section 9(a) above, RER shall be entitled, without the need to provide any form of security, to an injunction restraining Consultant from disclosing, in whole or in part, any such confidential or technical information, or from rendering any services to any person or entity to whom such confidential or technical information has been disclosed or is threatened to be disclosed.  Nothing herein shall be construed as prohibiting RER from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Consultant. Consultant specifically acknowledges and agrees that if she breaches this section, RER shall be entitled to recover all costs and expenses incurred by it, including reasonable

Independent Consultant. Consultant represents that she is fully experienced, properly qualified, equipped, organized, and financed to perform the Services. In the performance of the Services, the Consultant is and shall remain an independent Consultant. The Consultant shall not be deemed the servant, employee, or agent of RER, and therefore, Consultant shall not be entitled to worker's compensation benefits or unemployment insurance benefits. Except as otherwise expressly provided herein or by subsequent written notice to Consultant, the Consultant shall have the exclusive authority and responsibility for performing the Services and accomplishing the objectives of the Services, RER being interested only in the results obtained. RER shall not make any deductions, withholdings or contributions with respect to any payments to Consultant under this Agreement on account of social security, unemployment compensation, income tax, or otherwise under any federal, state, local or foreign law applicable to employer/employee relationships. All compensation earned and payable to Consultant under the terms of this Agreement shall be earned by her solely as, and in the capacity of, an independent Consultant.

Conflicts of Interest and Priority.  Consultant has disclosed that her engagement is not exclusive to RER. Notwithstanding the above, Consultant shall perform the agreed upon Services timely and to the satisfaction of RER. Further, Consultant shall take all precautions to secure confidential treatment of RER information in full adherence to section 9 above, and shall disclose in writing to RER any potential real or potential conflicts of interest relating to  her engagement by any other company or individual that is in the same or similar geographic or competitive position with RER, relating to the Services under this Agreement.  In the event RER determines, in its sole judgment, that any relationship which Consultant has, is against the best interests of RER, RER has the right to require that Consultant not engage with the other party for the term of this Agreement.

No Assignment.  The Consultant shall not assign this Agreement nor any sum payable under this Agreement.

Arbitration.  All claims, disputes and other matters arising out of, or relating to, this Agreement or an alleged breach of this Agreement which cannot be settled between the parties directly shall be subject to final and binding arbitration in Denver, Colorado pursuant to the Commercial Rules of the American Arbitration Association and judgment may be entered on the arbitration award in any court of competent jurisdiction.  Should the parties fail to agree upon an arbitrator, then each party shall select one arbitrator, and the two chosen arbitrators shall select a third arbitrator to form a panel.  Each party shall bear its own respective costs of the arbitration and shall be responsible for one-half of the arbitrator’s fees.

Notices.  All notices, consents and communications required or permitted under this Agreement shall be in writing and shall be deemed effective when delivered personally, by certified mail, by a courier or delivery service, or by fax or electronic transmission to the parties at the following address or at such other address for a party as shall be specified by like notice given at least five days prior thereto:

Colorado Law.  Notwithstanding the arbitration venue set forth in section 14 above, this Agreement shall be governed in all respects, including validity, interpretation and effect by the laws of the State of Colorado.  

Entire Agreement and Modifications.  The parties acknowledge that this Agreement constitutes the entire agreement between the parties and supercedes all prior representations, warranties, agreements and understandings, oral or written, between the parties with respect to its subject matter, including Consultant’s prior employment agreement with RER, which has been mutually terminated.  No modification or amendment of this Agreement or the waiver of any terms, conditions, rights or remedies hereunder shall be binding upon any party hereto unless signed in writing by both parties.  A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

Benefit.  This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns.

Headings and Severability.  If any clause or provision of this Agreement shall be adjudged invalid or unenforceable, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect.  In the event any provision of this Agreement is found to be unenforceable for any reason, the parties shall attempt to modify that portion in a manner to preserve the intent of the parties in entering into this Agreement.  The headings in the Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.