THIRD AMENDMENT TO ESCROW AGREEMENT

Exhibit 10.28

THIRD AMENDMENT TO ESCROW AGREEMENT

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 Xxxxxx Black Xxxxxxxx Xxxxxxxx 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”.

A. The Parties previously entered into that certain Escrow Agreement dated June 26, 2024, as amended on September 5, 2024 and September 20, 2024 (the “Escrow Agreement”).

B. The Parties have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to further amend the Escrow Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

2. Escrow Conditions. Section 3(c) of the Escrow Agreement is hereby amended and restated as follows:

“(c) immediately following the closing of the Business Combination, Company (the combined entity) has no outstanding debt other than (i) the Note, (ii) any debt incurred with respect to an SRED credit accounts receivable financing of up to $1.5 million, (iii) any debt incurred with respect to the financing agreement between DMI and The Bank of Nova Scotia with respect to motor vehicle THOR Industries Outlaw 38 (2021) (RV); (iv) trade payables incurred in the ordinary course of business; (v) amounts payable pursuant to those certain secured promissory notes to be issued to East West Capital, LLC and Breabeacon Holdings, Inc. on or prior to the closing of the Business Combination (the “New Notes”); (vi) the non-convertible debt set forth on Schedule 4(iii) of those certain Note Purchase Agreements pursuant to which the Note and New Notes are issued; and (vii) any other debt incurred by the Company, DMI or DMC with the consent of the Investor.

3. Extension. The third sentence of Section 4 of the Escrow Agreement is hereby deleted in its entirety and replaced with the following:

“In the event the Escrow Conditions have not been satisfied by November 30, 2024, (“Extension Date”), provided that the maturity date of the outstanding convertible notes of DMI have also been extended to a date no earlier than the Extension Date, then Escrow Agent is hereby authorized to return the Escrow Amount to Investor and return the Guaranties to DMI and DMC upon request from Investor.”

3. Representations and Warranties. Each Escrow Party for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees that such Escrow Party has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of such Escrow Party hereunder.

4. Certain Acknowledgments. Each of the Escrow Parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Investor to any other Escrow Party in connection with this Amendment.

5. Other Terms Unchanged. The Escrow Agreement, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the Parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Escrow Agreement after the date of this Amendment is deemed to be a reference to the Escrow Agreement as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Escrow Agreement, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Escrow Agreement, as in effect prior to the date hereof.

6. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

7. Further Assurances. Each Party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

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2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

	COMPANY:
	GRAFITI HOLDING, INC.
	By:	/s/ Xxxxx Xxx
		Xxxxx Xxx, CEO
	DMI:
	DAMON MOTORS, INC.
	By:	/s/ Xxxxx Xxx Xxxxxx
		Xxxxx Xxx Xxxxxx, CEO
	DMC:
	DAMON MOTORS CORPORATION
	By:	/s/ Xxxxx Xxx Xxxxxx
		Xxxxx Xxx Xxxxxx, CEO
	INVESTOR:
	streeterville capital, llc
	By:	/s/ Xxxx Xxxx
		Xxxx X. Xxxx, President
	ESCROW AGENT:
	XXXXXX BLACK XXXXXXXX XXXXXXXX PLLC
	By:	/s/ Xxxxxxxx Xxxxxx
		Xxxxxxxx X. Xxxxxx, Manager

[Signature Page to Amendment to Escrow Agreement]