COMMON SHARE PURCHASE WARRANT DAMON INC.Common Share Purchase Warrant • November 18th, 2024 • Damon Inc. • Services-computer programming services • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is [five (5) years] after the Initial Exercise Date (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Damon Inc., a British Columbia company (the “Company”), up to [_________] common shares in the authorized share structure of the Company (“Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Note Purchase AgreementNote Purchase Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of November 13, 2024, is entered into by and between Grafiti Holding, Inc., a British Columbia corporation (“Company”), and East West Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Debtor”), in favor of Braebeacon Holdings Inc., a corporation incorporated pursuant to the laws of the Province of Ontario (“Secured Party”).
GUARANTYGuaranty • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This GUARANTY, made effective as of November 13, 2024 (the “Effective Date”), is given by Damon Motors Corporation, a Delaware corporation (“Guarantor”), for the benefit of Braebeacon Holdings Inc., a corporation incorporated pursuant to the laws of the Province of Ontario, and its successors, transferees, and assigns (“Lender”).
Security AgreementSecurity Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of June 26, 2024, is executed by Grafiti Holding, Inc., a British Columbia corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of November 13, 2024, is made by DAMON MOTORS, INC., a British Columbia corporation (“Debtor”), in favor of EAST WEST CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • British Columbia
This Consulting Agreement (this “Agreement”) is made as of September 25, 2024 (the “Effective Date”), by and between Grafiti Holding Inc., a British Columbia company (“Company”), and Melanie Figueroa (“Consultant”). Company and Consultant hereinafter are sometimes referred to, individually, as a “Party” and, collectively, as the “Parties.”
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Guarantor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
NOW THEREFORE in consideration of the terms, covenants and conditions contained herein, as well as the payment to the Employee of $10.00 and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 13th, 2023 • Grafiti Holding Inc. • Services-computer programming services • Nevada
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of ____, 2023 by and between Inpixon, a Nevada corporation (“Inpixon” or “Parent”), Grafiti Holding Inc., a British Columbia corporation and a wholly-owned subsidiary of Inpixon (“Company”), each of which is sometimes referred to as a “party” and collectively as the “parties.”
LIQUIDATING TRUST AGREEMENTLiquidating Trust Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Liquidating Trust Agreement (this “Agreement”), dated as of December 27, 2023 is entered into by and among Inpixon, a Nevada corporation (the “Company”), Melanie Figueroa as the sole original trustee (collectively with any additional trustees duly appointed hereunder from time to time, the “Trustees”), and Grafiti Holding Inc., a British Columbia corporation (“Grafiti”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services • British Columbia
EMPLOYMENT SIDE LETTER AGREEMENTEmployment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
WHEREAS the Executive and the Company entered into an employment agreement dated August 1, 2021 and July 1, 2024, that sets out the terms and conditions governing the Executive’s employment with the Company (the “Employment Agreement”), which is in the form attached as Schedule “A” hereto.
SECURED PROMISSORY NOTESecured Promissory Note • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
FOR VALUE RECEIVED, Grafiti Holding, Inc., a British Columbia corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order of [___________], or its successors or assigns (“Lender”), the principal sum of up to $[___________], together with all other amounts due under this Secured Promissory Note (this “Note”). This Note is issued pursuant to that certain Note Purchase Agreement of even date herewith between Borrower and Lender (the “Purchase Agreement”).
GRAFITI HOLDING INC. - and - JAY GIRAUD - and - ODYSSEY TRUST COMPANY COATTAIL AGREEMENT NOVEMBER 13, 2024Coattail Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada, with an office in the City of Vancouver in the Province of British Columbia, as trustee for the benefit of the SVS Holders (as defined below)
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Debtor”), in favor of East West Capital, LLC, a Utah limited liability company (“Secured Party”).
Administrative Support SERVICE AGREEMENTAdministrative Support Service Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Nevada
This ADMINISTRATIVE SUPPORT SERVICE AGREEMENT (this “Agreement”) is made as of July 19, 2024 by and between Grafiti Limited, a United Kingdom limited company Company(“Limited”) and Grafiti LLC, a Nevada limited liability company (“Company”), each of which is sometimes referred to as a “party” and collectively as the “parties.”
Director Indemnity AgreementDirector Indemnity Agreement • December 10th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
WHEREAS at the request of the Company, the Indemnitee has agreed to act as a director of the Company and the Company has agreed to indemnify the Indemnitee against liability incurred by the Indemnitee as a result of acting as a director of the Company on the terms and conditions set out in this agreement (the “Agreement”).
INTERIM EXECUTIVE EMPLOYMENT AGREEMENTInterim Executive Employment Agreement • December 10th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth below the parties hereto agree as follows:
ESCROW AGREEMENTEscrow Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of June 26, 2024 (the “Effective Date”) by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), Grafiti Holding, Inc., a British Columbia corporation (“Company”), Damon Motors, Inc., a British Columbia corporation (“DMI”), Damon Motors Corporation, a Delaware corporation (“DMC”), and Hansen Black Anderson Ashcraft PLLC, a Utah professional limited liability company (“Escrow Agent”). Each of Investor, Company, DMI and DMC may be referred to individually as an “Escrow Party” and collectively as the “Escrow Parties”. Each of Investor, Company, DMC, DMI and Escrow Agent may be referred to individually as a “Party” or collectively as the “Parties”. Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • California
This Employment Agreement (the “Agreement”), is entered into by and between Derek Dorresteyn (the “Executive”), on the one hand, and Damon Motors Corporation (the “Company”) on the other hand (each, a “Party” and, jointly, the “Parties”).
AMENDMENT NO. 1Secured Promissory Note Amendment • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Amendment No. 1 (this “Amendment”) is entered into on October 31, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Grafiti Holding, Inc. a British Columbia corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Purchase Agreement (as defined below).
SECOND AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Second Amendment to Escrow Agreement (this “Amendment”) is entered into as of September 20, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), Grafiti Holding, Inc., a British Columbia corporation (“Company”), Damon Motors, Inc., a British Columbia corporation (“DMI”), Damon Motors Corporation, a Delaware corporation (“DMC”), and Hansen Black Anderson Ashcraft PLLC, a Utah professional limited liability company (“Escrow Agent”). Each of Investor, Company, DMI and DMC may be referred to individually as an “Escrow Party” and collectively as the “Escrow Parties”. Each of Investor, Company, DMC, DMI and Escrow Agent may be referred to individually as a “Party” or collectively as the “Parties”.
AMENDMENT TO SENIOR SECURED PROMISSORY NOTESenior Secured Promissory Note • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services
This AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”) is made and entered into as of September 25, 2024, by and among Damon Motors Inc, a British Columbia corporation (“Borrower”), and Grafiti Holding Inc., a British Columbia corporation (“Lender”). Borrower and Lender are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Date: [●], 2024Otc Equity Prepaid Forward Transaction • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services
To: Grafiti Holding Inc., a British Columbia Company (“Grafiti”) and Damon Motors, Inc. a British Columbia, Canada company (“Target”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of November 13, 2024, is made by DAMON MOTORS, INC., a British Columbia corporation (“Guarantor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).
THIRD AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Third Amendment to Escrow Agreement (this “Amendment”) is entered into as of October 31, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), Grafiti Holding, Inc., a British Columbia corporation (“Company”), Damon Motors, Inc., a British Columbia corporation (“DMI”), Damon Motors Corporation, a Delaware corporation (“DMC”), and Hansen Black Anderson Ashcraft PLLC, a Utah professional limited liability company (“Escrow Agent”). Each of Investor, Company, DMI and DMC may be referred to individually as an “Escrow Party” and collectively as the “Escrow Parties”. Each of Investor, Company, DMC, DMI and Escrow Agent may be referred to individually as a “Party” or collectively as the “Parties”.
DISTRIBUTOR AGREEMENTDistributor Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services • California
This Distributor Agreement (this “Agreement”) is entered into with effect as of the Effective Date (defined below) by and between Grafiti LLC, a Nevada limited liability company having a principal place of business at 405 Waverley Street, Palo Alto, CA 94301 (“Company”), and the “Distributor” listed below.
Lockup Release AgreementLockup Release Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
House of Lithium, Damon and Grafiti are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Amendment to Escrow Agreement (this “Amendment”) is entered into as of September 5, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), Grafiti Holding, Inc., a British Columbia corporation (“Company”), Damon Motors, Inc., a British Columbia corporation (“DMI”), Damon Motors Corporation, a Delaware corporation (“DMC”), and Hansen Black Anderson Ashcraft PLLC, a Utah professional limited liability company (“Escrow Agent”). Each of Investor, Company, DMI and DMC may be referred to individually as an “Escrow Party” and collectively as the “Escrow Parties”. Each of Investor, Company, DMC, DMI and Escrow Agent may be referred to individually as a “Party” or collectively as the “Parties”.
Lockup Release AgreementLockup Release Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
SECOND AmenDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • British Columbia
GRAFITI HOLDING INC. 2024 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 25th, 2024 • Grafiti Holding Inc. • Services-computer programming services • British Columbia
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date (defined below) by and between Grafiti Holding Inc., a British Columbia corporation (the “Corporation”) and [_______] (the “Participant”).
FOUNDER AGREEMENTFounder Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
This Amendment to Security Agreement (this “Amendment”) is entered into as of November 13, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”), and Grafiti Holding, Inc., a British Columbia corporation (“Debtor”). Secured Party and Debtor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
