Note Purchase AgreementNote Purchase Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of [_________], 2024, is entered into by and between Grafiti Holding, Inc., a British Columbia corporation (“Company”), and [_________], its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of [_________], 2024, is executed by Grafiti Holding, Inc., a British Columbia corporation (“Debtor”), in favor of [_________] (“Secured Party”).
GUARANTYGuaranty • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This GUARANTY, made effective as of [_________], 2024 (the “Effective Date”), is given by Damon Motors Corporation, a Delaware corporation (“Guarantor”), for the benefit of [_________], and its successors, transferees, and assigns (“Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of [_________], 2024, is made by DAMON MOTORS, INC., a British Columbia corporation (“Debtor”), in favor of [_________] (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.”
SECURED PROMISSORY NOTESecured Promissory Note • September 27th, 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”).
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).
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.”
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”.
SECOND AmenDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services • British Columbia
