Date: [●], 2024

Exhibit 10.2

Date:		[●], 2024
To:		Grafiti Holding Inc., a British Columbia Company (“Grafiti”) and Damon Motors, Inc. a British Columbia, Canada company (“Target”).
Address:		If to Damon: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ If to Grafiti: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇. Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
From:		((i) House of Lithium Ltd. and (ii) Braebeacon Holdings Inc. (each a “Seller” and together “Sellers”)
Re:		OTC Equity Prepaid Forward Transaction

The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into among Sellers, Grafiti and Target on the Trade Date specified below. The term “Counterparty” refers to Target until the Business Combination (as defined below), then to Pubco (as defined below) following the Business Combination. In connection with the transactions contemplated by the BCA (as defined below), 1444842 B.C. Ltd., a British Columbia company, and a direct, wholly owned subsidiary of Grafiti (“Merger Sub”), will merge with and into Target, with Target surviving the merger as a wholly owned subsidiary of Grafiti (the “Merger”). In connection with the consummation of the Business Combination Grafiti will change its corporate name to “Damon Motors Inc.” (“Pubco”) (the Merger and the other transactions contemplated by the BCA, collectively, the “Business Combination”). Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a pricing date notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation, together with the Pricing Date Notice(s), constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction” as referred to in the ISDA Form (as defined below). 

This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement among Sellers, Grafiti and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 

The 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the Pricing Date Notice(s)); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA Form. 

This Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”) as if Sellers, Target and Counterparty had executed an agreement in such form (but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the Transaction. 

All references herein to share prices and numbers of shares are subject to proportionate adjustment in the event of any stock split, dividend, stock combination or similar proportionate change to the applicable outstanding shares.

The terms of the particular Transaction to which this Confirmation relates are as follows: 

General Terms		USD$24 million, however at no time shall either Seller’s beneficial voting interest in Pubco exceed 9.9%. A blocker (the “Blocker”) will be established, whereby either Seller can obtain more than a 9.9% economic interest in Pubco, while maintaining below a 9.9% beneficial voting interest in Pubco.
Type of Transaction:		Share Forward Transaction
Trade Date:		[●], 2024
Pricing Date:		As specified in a Pricing Date Notice.

Effective Date:		One Settlement Cycle following the Pricing Date. A Settlement Cycle is T+2 for any Pricing Date prior to May 28, 2024 and T+1 commencing on May 28, 2024.
Valuation Date:		The earliest to occur of (a) the date that is 12 months after the date of the closing of the Business Combination (the date of the closing of the Business Combination, the “Closing Date”) pursuant to the Arrangement Agreement and Plan of Merger, dated as of October 23, 2023 (and as may be further amended, supplemented or otherwise modified from time to time, the “BCA”), by and among Grafiti, Merger Sub, and Target, (b) the date specified by a Seller in a written notice to be delivered to Counterparty at such Seller’s discretion after the occurrence of any of (i) a VWAP Trigger Event, (ii) a Delisting Event, or (iii) a Registration Failure (which Valuation Date shall not be earlier than the day of any of the foregoing events), and (c) the date specified by a Seller in a written notice to be delivered to Counterparty at such Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective).
VWAP Trigger Event:		An event that occurs if the VWAP Price, for any 30 trading days during a 45 consecutive trading day-period, is below $1 per Share.
VWAP Price:		For any scheduled trading day, the volume weighted average price per Share for such day as reported on the relevant Bloomberg Screen “▇▇▇▇▇ <Equity>” (or any successor thereto), or if such price is not so reported on such trading day for any reason or is erroneous, the VWAP Price shall be as reasonably determined by the Calculation Agent.
Reset Price:		The Reset Price will initially be the Initial Price. The Reset Price will be subject to reset prior to the opening of pre-market trading on every other Monday (or the next succeeding trading day if Monday is not a trading day) following the thirtieth day after the closing of the Business Combination. The Reset Price will be equal to the lowest of (a) the then current Reset Price, (b) the Initial Price or (c) the mathematical average of the VWAP Prices of the Shares on each trading day during the period beginning on the prior Reset Date and ending on the trading day prior to the current Reset Date; provided the Reset Price shall not be less than $2.00, except pursuant to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.
Dilutive Offering Reset:		To the extent the Counterparty, after the closing of the Business Combination, sells, enters into, or closes any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries, which would entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, including, without limitation, any debt, preferred stock, preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, at an effective price per share less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date; provided that, in the event of an offering of units of multiple securities, the reduced price shall equal the lowest of (a) the offering price of a unit, (b) the lowest price for which one share may be acquired pursuant to an exercise of a warrant or (c) the average VWAP of the Shares during the five (5) Trading Days following such Dilutive Offering; provided further that, a Dilutive Offering Reset (for the avoidance of doubt) shall not include (i) the grant, issuance or exercise of employee stock options or other equity awards under the Counterparty’s, Grafiti’s or PubCo’s equity compensation plans, Shares underlying warrants now outstanding or issued in connection with the Business Combination or Shares underlying warrants now outstanding or issued in connection with the Business Combination or (ii) issued pursuant to the terms of the BCA, (iii) any securities issued or assumed in connection with the Business Combination, (iv) any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty, (v) any Shares sold pursuant to the Subscription Agreement(s), (vi) any Shares issuable pursuant to any convertible offering (or series of convertible offerings) by the Counterparty up to $20,000,000 in the aggregate that is entered into within two (2) months following the consummation of the Business Combination (provided that the conversion price of such Shares in any such convertible offering is not less than $2.50 per share); and (vii) any Shares issuable upon conversion or exchange of any promissory notes issued by Grafiti or Pubco to Streeterville Capital or Chicago Venture Partners or their respective affiliates and assigns for aggregate gross proceeds up to $20 million (provided that the conversion or exchange price of such Shares is not less than $2.50 per share).

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Seller:		Each Seller or both Sellers, as applicable.
Buyer:		Counterparty.
Shares:		Prior to the closing of the Business Combination, common shares, no par value per share, of Target and, after the closing of the Business Combination, common shares, no par value per share, of Pubco (Ticker: “DMN”).
Number of Shares:		The number of Purchased Shares, but in no event more than the Maximum Number of Shares. The Number of Shares is subject to reduction only as described under “Optional Early Termination.”
Maximum Number of Shares:		Initially 9.9% of the total Shares outstanding following the closing of the Business Combination, as calculated by Sellers (the “Purchased Amount”); upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $12.00.  For the avoidance of doubt, any adjustment pursuant to a Dilutive Offering Reset shall only result in an increase to the Maximum Number of Shares.
Initial Price:		$12.00 (United States Dollars).
Purchased Share Ownership:		The Counterparty and Sellers have entered into subscription agreements (the “Subscription Agreements”) for the purchase by Sellers of the Shares (the “Purchased Shares”), and to the extent that the Seller is unable to acquire all of the Purchased Shares as of the closing of the Business Combination, from time to time will enter into additional Subscription Agreement(s) for the purchase by Seller of the remaining Purchased Shares.  As of the date hereof, the Subscription Agreements are in full force and effect and are legal, valid and binding upon the Counterparty and, to the knowledge of the Counterparty, the Sellers, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.  Sellers shall purchase pursuant to the Subscription Agreements, the Purchased Shares in an amount no less than the Maximum Number of Shares; provided, however, that Seller shall not be required to purchase an amount of Purchased Shares such that following the issuance of Purchased Shares, its ownership would exceed 9.9% ownership of the total Shares outstanding immediately after giving effect to such issuance unless Seller at its sole discretion waives such 9.9% ownership limitation. Any increase in, or waiver of, the 9.9% beneficial ownership limitation will not be effective as to a Seller until the 61st day after such notice is delivered to the Company. For the avoidance of doubt, any Purchased Shares purchased by a Seller will be included in the Number of Shares for all purposes.

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Additional Shares		The Sellers will purchase the Purchased Shares from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number of Shares to be specified in a Pricing Date Notice as Shares subject to 9.9% ownership limitations which may be waived by a Seller at its sole discretion upon 61 days notice; provided that such number of Purchased Shares that may be purchased from the Counterparty shall not exceed the Maximum Number of Shares. For the avoidance of doubt, any additional Shares purchased by a Seller will be included in the Number of Shares for all purposes.
Prepayment Amount:		A cash amount equal to the number of Purchased Shares multiplied by the Initial Price. The number of Purchased Shares which shall be beneficially owned by a Seller on the Closing Date shall be set forth in a Pricing Date Notice delivered to Counterparty two Local Business Days prior to the Closing Date of the Business Combination.
Prepayment:		Subject to Counterparty receiving a Pricing Date Notice, Counterparty will pay the Prepayment Amount by bank wire in immediately available funds to an account designated by the notifying Seller from a trust account for the benefit of Target with Gowling WLG (Canada) LLP (the “Trust Account”), no later than one Local Business Day after the Closing Date.
		Counterparty shall provide notice to (i) Counterparty’s trustee of the entrance into this Confirmation no later than one Local Business Day following the date hereof, with copy to Sellers and Sellers’ outside legal counsel(s), and (ii) Sellers and Sellers’ outside legal counsel(s) of the Closing Date at least four Local Business Days before the Closing Date, and a final trust undertaking relating to the Trust Account one Local Business Day prior to the closing of the Business Combination itemizing the Prepayment Amount to be paid to Sellers; provided that Sellers shall be invited and permitted to attend any closing call in connection with the Business Combination.
Commitment Fee:		300,000 common shares of Pubco (the “Commitment Fee Shares”), which will be issued to Sellers as soon as reasonably practicable following the Closing Date. The Commitment Fee Shares shall be deemed fully paid and nonassessable as of their date of issuance.
Exchanges:		Nasdaq Stock Market LLC, New York Stock Exchange LLC or NYSE American LLC

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Related Exchange(s):		All Exchanges
Payment Dates:		Following the Business Combination, the last day of each month or, if such date is not a Local Business Day, the next following Local Business Day, until the Valuation Date. The Payment Date may be changed at the mutual agreement of the parties.
Reimbursement of Legal Fees and Other Expenses:		Together with the Prepayment Amount, Counterparty shall pay to Sellers an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Sellers or their affiliates in connection with this Transaction, not to exceed $50,000 in the aggregate.
Settlement Terms
Settlement Method Election:		Not Applicable.
Settlement Method:		Cash Settlement.
Settlement Amount:		In the event the Valuation Date is determined by clause (c) of the above section entitled Valuation Date, a cash amount equal to (1) the Number of Shares as of the Valuation Date, multiplied by (2) the lowest of (x) the closing price of the Shares on the Exchange Business Day immediately preceding the Valuation Date, (y) the VWAP Price of the Shares on the Valuation Date or (z) the volume weighted daily VWAP Price over the Valuation Period. In all other cases, a cash amount equal to (1) (x) the Number of Shares as of the Valuation Date less (y) the number of Unregistered Shares (as defined below), multiplied by (2) the lowest of (x) the closing price of the Shares on the Exchange Business Day immediately preceding the Valuation Date, (y) the VWAP Price of the Shares on the Valuation Date or (z) the volume weighted daily VWAP Price over the Valuation Period. Unless the Valuation Date is determined by clause (c) of the above section entitled “Valuation Date,” in the event that a Seller has delivered a Registration Request at least 90 days prior to the Valuation Date (other than where the Valuation Date results from the occurrence of clause (a) in the definition of Registration Failure), Shares which are set forth in Pricing Date Notices that are neither registered for resale under an effective resale Registration Statement nor transferable without any restrictions pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, including pursuant to Rule 144 (so long as not subject to the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) the volume and manner of sale limitations under Rule 144(e), (f) and (g)) (in either event, “Unregistered Shares”) will not be included in the calculation of the Settlement Amount.
Settlement Amount Adjustment:		A cash amount equal to the product of (x) (a) the Number of Shares as of the Valuation Date less (b) the number of Terminated Shares as of the Valuation Date, multiplied by (y) $1.00.
Valuation Period:		The period commencing on the Valuation Date (or if the Valuation Date is not an Exchange Business Day, the first Exchange Business Day thereafter) and ending at 4:00 pm on the Exchange Business Day on which 10% of the total volume traded in the Shares over the period, excluding any volumes traded during the opening and closing auctions, has reached an amount equal to the Number of Shares outstanding as of the Valuation Date, less the number of Shares owned by a Seller that are neither registered for resale under an effective resale Registration Statement nor eligible for resale under Rule 144 without volume or manner of sale limitations (but only counting such Shares that are eligible for resale under Rule 144 to the extent the Counterparty is in compliance with the requirements of Rule 144(i)(2) for the entire period).

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Settlement Currency:		USD.
Cash Settlement Payment Date:		The tenth Local Business Day immediately following the last day of the Valuation Period. For the avoidance of doubt, a Seller will remit to the Counterparty on the Cash Settlement Payment Date an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the Counterparty shall remit to such Seller the Settlement Amount Adjustment; provided, that if the Settlement Amount less the Settlement Amount Adjustment is a negative number then neither such Seller nor the Counterparty shall be liable to the other party for any payment under this section.

Excess Dividend Amount:		Ex Amount.
Optional Early Termination:		From time to time and on any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions below, a Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later than the next Payment Date following the OET Date, (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice, whether or not sold, which Shares will not be included in any OET Notice or included in the definition, or when calculating the number, of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from such Seller, and such Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”); provided, that, such Seller shall pay the Early Termination Obligation to the accounts and in the amounts as directed by Counterparty. The remainder of the Transaction, if any, shall continue in accordance with its terms. The Early Termination Obligation shall be payable by such Seller on the first Local Business Day following the date of delivery by such Seller of the OET Notice. For the avoidance of doubt, no other amounts as may be set forth in Sections 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination.

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Registration Request: In the event that a Seller delivers a written request to Counterparty after the Closing Date (the “Registration Request”), within thirty (30) calendar days after the Registration Request, Counterparty shall file (at Counterparty’s sole cost and expense) with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement registering the resale of all shares held by such Seller, including any Purchased Shares and the Commitment Fee Shares (the “Registration Statement”), and have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of (i) the 90th calendar day after the Registration Request (or 120th calendar day after the Registration Request if the Commission notifies the Counterparty that it will conduct a “full review” the Registration Statement) and (ii) the 3rd Local Business Day after the date the Counterparty is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within two Local Business Days thereafter, the Counterparty shall file the final prospectus under Rule 424 of the Securities Act of 1933, as amended containing a “plan of distribution” reasonably agreeable to such Seller. Counterparty shall not identify such Seller as a statutory underwriter in the Registration Statement unless requested by the Commission. The Counterparty will use its reasonable best efforts to keep the Registration Statement covering the resale of the shares as described above continuously effective (except for customary blackout periods, up to two times per year and for a total of up to 15 calendar days (and not more than 10 calendar days in an occurrence), if and when the Counterparty is in possession of material non-public information the disclosure of which, in the good faith judgment of the Counterparty’s board of directors, would be prejudicial, and the Counterparty agrees to promptly notify such Seller of any such blackout determination) until all such shares have been sold or may be transferred without any restrictions including the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2) or the volume and manner of sale limitations under Rule 144 under the Securities Act; provided that Counterparty covenants and agrees to make all necessary filings, amendments, supplements and submissions in furtherance of the foregoing, including to register all of such Seller’s Shares for resale; provided that it shall be a (“Registration Failure”) if (a) the Registration Statement covering all of the shares described above in this section is not declared effective after the 90th calendar day (or 120th calendar day if the Commission notifies the Counterparty that it will conduct a “full review” the Registration Statement) after the date of the Registration Request or (b) the Registration Statement after it is declared effective ceases to be continuously effective (subject to the blackout periods as indicated above) as set forth in the preceding sentence for more than 15 consecutive calendar days. Such Seller will promptly deliver customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection with the Registration Statement, including those related to selling shareholders and to respond to comments by the staff of the Commission. If requested by such Seller, the Counterparty shall instruct its transfer agent to remove any restrictive legend with respect to transfers under the Securities Act from any and all Shares held by such Seller if (1) the Registration Statement is and continues to be effective under the Securities Act, (2) such Shares are sold or transferred pursuant to Rule 144 under the Securities Act (subject to all applicable requirements of Rule 144 being met), or (3) such Shares are eligible for sale under Rule 144, without the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Shares and without volume or manner-of-sale restrictions; provided that such Seller shall have timely provided customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection therewith. Any fees (with respect to the transfer agent, Counterparty’s counsel or otherwise) associated with the issuance of any legal opinion required by the Counterparty’s transfer agent or the removal of such legend shall be borne by the Counterparty. If a legend is no longer required pursuant to the foregoing, the Counterparty will, no later than five Local Business Days following the delivery by such Seller to the Counterparty or the transfer agent (with notice to the Counterparty) of customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent, remove the restrictive legend related to the book entry account holding the Shares and make a new, un-legended book entry for the Shares.

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Share Registration:		Notwithstanding any other provision of this Confirmation, if any SEC Guidance sets forth a limitation of the number of securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Counterparty used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of the Shares), unless otherwise directed in writing by a selling stockholder as to its securities to register fewer securities, the number of securities to be registered on such Registration Statement will be reduced on a pro rata basis among all selling shareholders named in such Registration Statement (except that such pro rata reduction shall not apply with respect to any securities the registration of which is necessary to satisfy applicable listing rules of a national securities exchange). In the event the Counterparty amends the Registration Statement or files a new registration statement (the “New Registration Statement”), as the case may be, the Counterparty will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Counterparty or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale that portion of Shares that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement, and to use commercially reasonable efforts to seek effectiveness of the New Registration Statement, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to sixty (60) calendar days if such New Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Counterparty shall have such Registration Statement declared effective within three (3) Business Days after the date the Counterparty is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such New Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (x) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (y) if the Commission is closed for operations due to a government shutdown, the Additional Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. For the avoidance of doubt, any such amendments to or withdrawal of the Registration Statement or filing of the New Registration Statement shall not constitute a Registration Failure.
Short Selling:		Each Seller represents that with respect to the securities of Pubco, it has not engaged in any Short Sales in respect of the Shares prior to the date hereof and covenants that it will not enter into or effect, directly or indirectly, a hedging transaction that establishes a Net Short Position with respect to the Shares at any time through the Valuation Date. For purposes hereof, a “Net Short Position” by a Person means a position whereby such Person has executed one or more sales of Shares that is marked as a “short sale” (as defined in Rule 200 of Regulation SHO under the 1934 Act) and that is executed at a time when the undersigned has no equivalent offsetting long position in the Shares or contract for the foregoing.

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Share Adjustments:
Method of Adjustment:		Calculation Agent Adjustment.
Extraordinary Events:
Consequences of Merger Events involving Counterparty:
Share-for-Share:		Calculation Agent Adjustment.
Share-for-Other:		Cancellation and Payment.
Share-for-Combined:		Component Adjustment.
Tender Offer:		Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by (i) replacing the reference therein to “10%” with “25%” and (ii) adding “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.
Consequences of Tender Offers:
Share-for-Share:		Calculation Agent Adjustment.
Share-for-Other:		Calculation Agent Adjustment.
Share-for-Combined:		Calculation Agent Adjustment.
Composition of Combined Consideration:		Not Applicable.
Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the New York Stock Exchange American, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Business Combination Exclusion:		Notwithstanding the foregoing or any other provision herein, the parties agree that both any PIPE financing in connection with the Business Combination and the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.

Additional Disruption Events:
(a) Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

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(b) Failure to Deliver:		Not Applicable.
(c) Insolvency Filing:		Applicable.
(d) Hedging Disruption:		Not Applicable.
(e) Increased Cost of Hedging:		Not Applicable.
(f) Loss of Stock Borrow:		Not Applicable.
(g) Increased Cost of Stock Borrow:		Not Applicable.
Determining Party:		For all applicable events, each Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to such Seller, or (ii) if such Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party. When making any determination or calculation as “Determining Party”, such Seller shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent.
Additional Provisions:
Calculation Agent:		Each Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to such Seller, or (ii) if such Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty in its sole discretion will be the Calculation Agent.
		In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent or the Determining Party, the Disputing Party shall have the right to require that the Calculation Agent or the Determining Party, as applicable, have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third-Party Dealer shall be jointly selected by the parties within one Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree on a Substitute Calculation Agent or Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third-Party Dealer and such two dealers shall agree on a Third-Party Dealer by the end of the subsequent Local Business Day. Such Third-Party Dealer shall be deemed to be the Substitute Calculation Agent or Substitute Determining Party, as applicable. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent or Determining Party, as applicable, not later than the third Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, as applicable, notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s or Substitute Determining Party’s, appointment, as applicable. The costs of such Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be borne by (a) the Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, substantially agrees with the Calculation Agent or Determining Party, or (b) the non-Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, does not substantially agree with the Calculation Agent or Determining Party, as applicable. If, after following the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent or Determining Party, as applicable, shall apply. Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information. All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner.

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Non-Reliance:		Applicable.
Agreements and Acknowledgements Regarding Hedging Activities:		Applicable.
Additional Acknowledgements:		Applicable.
Schedule Provisions:
Specified Entity:		In relation to both each Seller and Counterparty for the purpose of:
		Section 5(a)(v), Not Applicable
		Section 5(a)(vi), Not Applicable
		Section 5(a)(vii), Not Applicable
Cross-Default:		The “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.
Credit Event Upon Merger:		The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.

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Automatic Early Termination:		The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.
Condition precedent to the effectiveness of Confirmation		Notwithstanding anything to the contrary herein, in the Definitions or in the ISDA Form, if the BCA is terminated pursuant to its terms prior to the closing of the Business Combination, this Transaction shall automatically terminate without any amounts or other obligations being owed by either party to the other hereunder except for the payment by Counterparty to a Seller of any amounts owing pursuant to “Reimbursement of Legal Fees and Other Expenses” herein.
Termination Currency:		United States Dollars.
Additional Termination Events:		Will apply. The occurrence of any of the following events, and only these events, shall constitute an Additional Termination Event in respect of which all parties shall be Affected Parties. (a) The BCA is terminated pursuant to its terms prior to the closing of the Business Combination; and (b) The Counterparty does not beneficially own ▇▇▇▇▇ shares convertible into 2,000,000 common shares of Pubco immediately prior to the closing of the Business Combination. Notwithstanding anything to the contrary herein, in the Definitions or in the ISDA Form, if an Early Termination Date is designated as a result of an Additional Termination Event, then this Transaction will terminate as of such Early Termination Date without any amounts or other obligations being owed by either party to the other hereunder. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events.
Governing Law:		New York law (without reference to choice of law doctrine).
Credit Support Provider:		With respect to each Seller and Counterparty, None.
Local Business Days:		Sellers specify the following places for the purposes of the definition of Local Business Day as it applies to it: New York. Counterparty specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.

Representations, Warranties and Covenants 

1. Each of Counterparty, Target and each Seller represents and warrants to, and covenants and agrees with, the other as of the date on which it enters into the Transaction that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction) as follows.

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.

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(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction.

(c) Non-Public Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(d) Tender Offer Rules. Counterparty, Target and each Seller each acknowledge that the Transaction has been structured, and all activity in connection with the Transaction has been undertaken to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Exchange Act.

(e) Authorization. The Transaction, including this Confirmation, has been entered into pursuant to authority granted by its board of directors or other governing authority. It has no internal policy, whether written or oral, that would prohibit it from entering into any aspect of the Transaction, including, but not limited to, the purchase of Shares to be made in connection therewith.

(f) Enforceability. The Transaction, including the Confirmation, when executed and delivered by each of the parties, will constitute the valid and legally binding obligation of each such party, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(g) Compliance with Other Instruments and Law. The execution, delivery and performance of this Transaction, including the Confirmation, and the consummation of the Transaction, will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any applicable federal or state statute, rule or regulation, in each case (other than clause (i)), which would have a material adverse effect on it or its ability to consummate the Transaction.

(h) Affiliate Status. It is the intention of the parties hereto that no Seller shall be an “affiliate” (as such term is defined in Rule 405 under the Securities Act) of Target or Counterparty, including ▇▇▇▇▇, Grafiti or Pubco, following the closing of the Business Combination, as a result of the transactions contemplated hereunder.

2. Counterparty represents and warrants to, and covenants and agrees with, ▇▇▇▇▇▇▇ as of the date on which it enters into the Transaction, that:

(a) Total Assets. ▇▇▇▇▇ has as of the date hereof, and expects Pubco to have as of the closing of the Business Combination, after giving effect to this transaction and other contemplated transactions, total assets of at least USD $5,000,001, which are, for the avoidance of doubt, measured on a consolidated basis.

(b) Non-Reliance. Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Sellers are not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards.

(c) Solvency. Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under the Transaction, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages. Prior debts (exclusive of any expenses, payables or liabilities incurred in the ordinary course of business) of Target have either been or will be satisfied or will be converted to shares of Counterparty as of the Closing Date. Counterparty: (i) has not engaged in and will not engage in any business or transaction after which the property remaining with it will be unreasonably small in relation to its business, and (ii) as a result of entering into and performing its obligations under the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption by an issuer of its own securities and (b) Counterparty would not be nor would it be rendered “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code or under any other applicable local insolvency regime).

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(d) Public Reports. As of the Trade Date, Counterparty is not subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act. As of the Closing Date, Counterparty will be in material compliance with its reporting obligations under the Exchange Act, and all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) No Distribution. Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

(f) SEC Documents. The Counterparty shall comply with the Securities and Exchange Commission’s guidance for all relevant disclosure in connection with this Confirmation and the Transaction, and will not file with the Securities and Exchange Commission any Form 8-K (or Form 6-K (if applicable), Registration Statement on Form 10, including any post-effective amendment thereof, proxy statement, or other document that includes any disclosure regarding this Confirmation or the Transaction without consulting with and reasonably considering any comments received from Sellers, provided that, no consultation shall be required with respect to any subsequent disclosures that are substantially similar to prior disclosures by Counterparty that were reviewed by Sellers; provided that the filing date of the Form 8-K that initially announces the Transaction shall be filed at least two Local Business Days prior to the Closing Date.

(h) Disclosure. The Counterparty agrees to comply with applicable SEC guidance in respect of disclosure and the Counterparty shall provide Seller with a reasonable opportunity to preview with Sellers all public disclosure relating to the Transaction and shall consult with Sellers to ensure that such public disclosure, including the press release, Form 8-K or other filing that announces the Transaction adequately discloses the material terms and conditions of the Transaction and all material non-public information disclosed to Sellers in connection with the Transaction, and Counterparty shall consider any comments received from Seller in respect of such proposed public disclosure, and such disclosures shall be publicly filed no later than two Local Business Days prior to the Closing Date.

(i) Listing. The Counterparty agrees to use its best efforts to maintain the listing of the Pubco Shares on a national securities exchange; provided that if the Pubco Shares cease to be listed on a national securities exchange or upon the filing of a Form 25 (each a “Delisting Event”), any Seller may accelerate the Valuation Date under this Confirmation by delivering notice to the Counterparty and shall be entitled to the Legal Fees and Other Expenses, which shall be due and payable immediately following the Valuation Date.

(j) Regulatory Filings. Counterparty covenants that it will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction.

(k) Regulation M and Approvals. Counterparty is not on the Trade Date and agrees and covenants on behalf of itself and Target that it and Target will not be on any date a Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not and shall cause Target to not, until the second scheduled trading day immediately following dates referenced in the preceding sentence, engage in any such distribution.

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(l) Investment Company Act. It is not and, after giving effect to the Transaction, will not be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

(m) Exclusivity. Counterparty and Target (i) have not entered into any other Share Forward Transaction and (ii) shall not enter into, negotiate or exchange terms with any other party for any other Share Forward Transaction during the term of this Transaction without the prior written consent of each Seller.

3. Each Seller, solely with regard to itself, represents and warrants to, and covenants and agrees with, Counterparty and Target as of the date on which it enters into the Transaction, that:

(a) Regulatory Filings. Such Seller will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction including, without limitation, as may be required by Section 13 or Section 16 (if applicable) under the Exchange Act and, assuming the accuracy of Counterparty’s Repurchase Notices (as described under “Repurchase Notices” below) any sales of the Purchased Shares will be in compliance therewith.

(b) Eligible Contract Participant. Such Seller is an “eligible contract participant” under, and as defined in, the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).

(c) Tax Characterization. Such Seller shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes, and it shall not take any action or tax return filing position contrary to this characterization, except to the extent otherwise required by a “determination” within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, or any similar provision of state, local or foreign law.

(d) Private Placement. Such Seller (i) is an “accredited investor” as such term is defined in Regulation D as promulgated under the Securities Act, (ii) is entering into the Transaction for its own account without a view to the distribution or resale thereof and (iii) understands that the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act.

(e) Shorting. Such Seller agrees not to enter into or effect, directly or indirectly, a hedging transaction that establishes a Net Short Position with respect to the Shares prior to the earlier of (i) the Valuation Date and (ii) the cancellation of the Transaction. For purposes hereof, a “Net Short Position” by a Person means a position whereby such Person has executed one or more sales of Shares that is marked as a “short sale” (as defined in Rule 200 of Regulation SHO under the 1934 Act) and that is executed at a time when the undersigned has no equivalent offsetting long position in the Shares or contract for the foregoing.

Transactions by a Seller in the Shares 

(a) Unless specified in an OET Notice, no sale of Shares by a Seller shall terminate all or any portion of this Confirmation and provided that such Seller complies with all of its other obligations hereunder nothing contained herein shall limit any of such Seller’s purchases and sales of Shares.

No Arrangements 

Each Seller, Counterparty and Target each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between or among Sellers, Counterparty and Target with respect to any Shares or the Counterparty or Target, other than those set forth herein; (ii) each Seller may hedge its risk under the Transaction in any way such Seller determines (that does not otherwise violate the terms of this Confirmation), provided that such Seller has no obligation to hedge with the purchase, sale or maintenance of any Shares or otherwise; (iii) Counterparty and Target will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty and Target will not seek to influence any Seller with respect to the voting or disposition of any Shares. 

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Wall Street Transparency and Accountability Act 

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form. 

Address for Notices 

Notice to Sellers:

Braebeacon Holdings Inc.

[●]

Email: [●]

House of Lithium Ltd.

[●]

Email: [●]

With a copy to: 

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C.

Two ▇▇▇▇▇ Center, 14th Floor

▇▇▇▇ ▇. ▇▇▇▇ ▇▇.

Richmond, VA 23219

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

Notice to ▇▇▇▇▇: 

Damon Motors Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Vancouver, BC,

Canada V6A 1E3

Attn: ▇▇▇ ▇▇▇▇▇▇▇

Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

E mail: ▇▇▇@▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

TD Canada Trust Tower, Brookfield Place

▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

Toronto, ON M5J 2S1

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

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Notice to Grafiti

Grafiti Holding Inc.

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Palo Alto, CA 94301

E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

with a copy to

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ U.S. LLP

▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇

Suite 1200

Chicago, IL 60607

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Following the Closing of the Business Combination, notice to PubCo: 

Damon Motors Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Vancouver, BC,

Canada V6A 1E3

Attn: ▇▇▇ ▇▇▇▇▇▇▇

Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

E mail: ▇▇▇@▇▇▇▇▇.▇▇▇

with a copy to:

Gowling WLG (Canada) LLP

Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Other Provisions. 

(a) Rule 10b-5.

(i) Counterparty represents and warrants to each Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to each Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares.

(ii) Counterparty agrees that it will not seek to control or influence any Seller’s decision to make any “purchases or sales” under the Transaction, including, without limitation, any Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under the federal securities laws, including without limitation, the prohibitions on manipulative and deceptive devices under the Exchange Act.

(iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a written trading plan for trading securities. Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, including without limitation the prohibition on manipulative and deceptive devises under the Exchange Act and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

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(b) Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Sellers a written notice of such repurchase (a “Repurchase Notice”), if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than the number of Shares outstanding that would result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice; provided that Counterparty agrees that this information does not constitute material non-public information; provided further if this information shall be material non-public information, it shall publicly disclosed immediately. Counterparty agrees to indemnify and hold harmless Sellers and their affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Sellers’ hedging activities as a consequence of remaining or becoming a Section 16 “insider” following the closing of the Business Combination, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Sellers with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within thirty days, upon written request, each of such Indemnified Persons for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided, however, for the avoidance of doubt, Counterparty has no indemnification or other obligations with respect to any Seller becoming a Section 16 “insider” prior to the closing of the Business Combination. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide Sellers with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

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(c) Transfer or Assignment. The rights and duties under this Confirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination, (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit, if any applies (any such condition described in clause (A) or (B), an “Excess Ownership Position”), a Seller may (i) effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to such Seller and within a time period reasonably acceptable to such Seller such that no Excess Ownership Position exists or (ii) designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that a Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by such Seller, (A) the numerator of which is the number of Shares that a Seller and each person subject to aggregation of Shares with such Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with such Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

The “Share Amount” as of any day is the number of Shares that a Seller and any person whose ownership position would be aggregated with that of such Seller and any group (however designated) of which such Seller is a member (such Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by such Seller in its sole discretion. 

The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting (other than on Schedule 13D or 13G) or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by a Seller in its sole discretion, minus (B) 0.1% of the number of Shares outstanding. 

(d) Indemnification. Counterparty agrees to indemnify and hold harmless each Indemnified Person from and against any and all losses (but not including financial losses to an Indemnified Person relating to the economic terms of the Transaction provided that the Counterparty performs its obligations under this Confirmation in accordance with its terms), claims, damages, liabilities (or actions in respect thereof) and expenses (including reasonable attorney’s fees), joint or several, incurred by or asserted against such Indemnified Person arising out of, in connection with, or relating to, and to reimburse, within thirty days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified Parties and the Counterparty or between any of the Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon the Transaction, including the execution or delivery of this Confirmation, the performance by Counterparty of its obligations under the Transaction, any material breach of any covenant, representation or warranty made by Counterparty or Target in this Confirmation or the ISDA Form, regulatory filings and submissions made by or on behalf of the Counterparty related to the Transaction (other than as relates to any information provided in writing by or on behalf of a Seller or its affiliates), or the consummation of the transactions contemplated hereby, including the Registration Statement or any untrue statement or alleged untrue statement of a material fact contained in any registration statement, press release, filings or other document, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Counterparty will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is related to the manner in which a Seller sells, or arising out of any sales by such Seller of, any Shares or found in a nonappealable judgment by a court of competent jurisdiction to have resulted from such Seller’s material breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from such Seller’s willful misconduct, bad faith or gross negligence in performing the services that are subject of the Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold harmless any Indemnified Person, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Person as a result of such loss, claim, damage or liability. In addition (and in addition to any other Reimbursement of Legal Fees and other Expenses contemplated by this Confirmation), Counterparty will reimburse any Indemnified Person for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Person is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Person shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from such Indemnified Person’s breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Person or breach of any U.S. federal or state securities laws or the rules, regulations or applicable interpretations of the Commission. The provisions of this paragraph shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and/or delegation of the Transaction made pursuant to the ISDA Form or this Confirmation shall inure to the benefit of any permitted assignee of a Seller.

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(e) Amendments to Equity Definitions.

(i) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Form with respect to that Issuer.”; and

(ii) Section 12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in the first line with the words “Seller will have the right, which it must exercise or refrain from exercising, as applicable, in good faith acting in a commercially reasonable manner, to cancel the Transaction,”;

(f) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(g) Attorney and Other Fees. Subject to clause (d) Indemnification (above), in the event of any legal action initiated by any party arising under or out of, in connection with or in respect of, this Confirmation or the Transaction, the prevailing party shall be entitled to reasonable and documented attorneys’ fees, costs and expenses incurred in such action, as determined and fixed by the court.

(h) Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

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(i) Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities contract” as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement” as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

(j) Process Agent. For the purposes of Section 13(c) of the ISDA Form:

Seller appoints as its Process Agent: None 

Counterparty appoints as its Process Agent: None. 

[Signature page follows]

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us at your earliest convenience. 

Very truly yours,

HOUSE OF LITHIUM LTD.

By:

Name: 

Title:

BRAEBEACON HOLDINGS INC.

By:

Name: 

Title:

Agreed and accepted by:
GRAFITI HOLDING INC.
By:
Name:
Title:	Chief Executive Officer

DAMON MOTORS INC.
By:
Name:
Title:	Chief Executive Officer

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SCHEDULE A

FORM OF PRICING DATE NOTICE

Date: [●], 2024

To: Damon Motors Inc. and Grafiti Holding Inc. (“Counterparty”) 

Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇. Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇

Phone: [●]

From: [Braebeacon Holdings Inc.]/[House of Lithium Ltd.] (“Seller”)

Re: OTC Equity Prepaid Forward Transaction 

1. This Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated as of [●] (the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below. 

2. The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty pursuant to the Confirmation. 

Pricing Date: [●], 2024

Number of Purchased Shares: [●] 

Number of Shares: [●]