SECOND AMENDMENT TO TERM SHEET AND CONSULTING AGREEMENT

Exhibit 10.28

SECOND AMENDMENT TO
TERM SHEET AND
CONSULTING AGREEMENT

This Second Amendment to Term Sheet and Consulting Agreement (this “Amendment”), made this 28th day of January, 2022, is entered into by Perfect Moment Asia Ltd., a Hong Kong company ( “Perfect Moment Asia”), Perfect Moment Ltd., a Delaware corporation (“Perfect Moment DE”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 00 Xxxxxxxxxxxxx, 0xx Xxxxx, Xxxxxx XX0X0XX, XX (the “Consultant”).

WHEREAS, Perfect Moment Asia and the Consultant entered into (a) that certain Term Sheet, dated November 24, 2020, executed as of November 25, 2020, as amended by that certain amendment, dated December 3, 2020 (the “Term Sheet”), (b) that certain Consulting Agreement, dated December 31, 2020 (the “Consulting Agreement”), and (c) that certain Amendment to Term Sheet and Consulting Agreement, dated March 10, 2021 (the “First Amendment”) (“Term Sheet” and “Consulting Agreement” as used herein refer to the Term Sheet and the Consulting Agreement each as amended by the First Amendment; other capitalized terms used herein, and not otherwise defined, shall have the respective meanings ascribed to them in the Term Sheet or the Consulting Agreement, as the case may be);

WHEREAS, the Share Exchange referred to in the Consulting Agreement closed on March 15, 2021, whereby the shareholders of Perfect Moment Asia exchanged all of their shares of Perfect Moment Asia for shares of Perfect Moment DE, by virtue of which Perfect Moment Asia became a wholly owned subsidiary of Perfect Moment DE; and the Bridge Financing referred to in the Consulting Agreement also closed on March 15, 2021; and

WHEREAS, the parties desire to (a) further amend the Term Sheet and (b) amend the Consulting Agreement, to extend certain dates in the Term Sheet and in the Consulting Agreement and to make Perfect Moment DE a direct party to each of the Term Sheet and the Consulting Agreement, in each case as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

1. Amendments to Consulting Agreement.

1.1 Perfect Moment DE is made a party to the Consulting Agreement and shall be directly bound by all of the obligations of the “Company” therein.

1.2 Clause (b) of Section 2 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “the date that is the earlier of (a) August 31, 2022, or (b) six (6) months after the submission by Perfect Moment Ltd. with the Commission of the IPO S-1 (the “Extension Date”).”

1.3 Section 5.1 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “the Extension Date.”

1.4 Section 5.2 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “the Extension Date.”

1.5 Clause (a)(i)(A) of Section 13.2 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “August 31, 2022.”

1.6 Clause (b)(i)(A) of Section 13.2 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “August 31, 2022.”

1.7 Section 16.2 of the Consulting Agreement is hereby amended to replace “March 31, 2022” with “the Extension Date.”

The Consulting Agreement, as heretofore and hereby amended, is hereby in all respects ratified and confirmed.

2. Amendments to Term Sheet.

2.1 Perfect Moment DE is made a party to the Term Sheet and shall be directly bound by all of the obligations of “Perfect Moment” therein.

2.2 The third paragraph of Section 1, of the Term Sheet is hereby amended to replace “March 31, 2022” with “May 31, 2022.”

2.3 The first paragraph of Section 15 of the Term Sheet is hereby amended to replace “March 31, 2022” with “the date that is the earlier of (a) August 31, 2022, or (b) six (6) months after the submission by Perfect Moment Ltd. with the SEC of the IPO S-1 (as defined in the Consulting Agreement dated December 31, 2020, as amended, among Perfect Moment, Perfect Moment Ltd and Montrose.).”

The Term Sheet, as heretofore and hereby amended, is hereby in all respects ratified and confirmed.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.

4. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed signature page such as a .pdf signature page were an original thereof.

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

	PERFECT MOMENT LTD.
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	CEO
	PERFECT MOMENT ASIA LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Chairman
	MONTROSE CAPITAL PARTNERS LIMITED
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	CEO