GUARANTYGuaranty • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services • Utah
This GUARANTY, made effective as of [___________], 2024 (the “Effective Date”), is given by Damon Motors, Inc., a British Columbia corporation (“Guarantor”), for the benefit of [___________], and its successors, transferees, and assigns (“Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 1st, 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”).
AMENDMENT NO. 1No. 1 • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Amendment No. 1 (this “Amendment”) is entered into on October 31, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Grafiti Holding, Inc. a British Columbia corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Purchase Agreement (as defined below).
THIRD AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • November 1st, 2024 • Grafiti Holding Inc. • Services-computer programming services
This Third Amendment to Escrow Agreement (this “Amendment”) is entered into as of October 31, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), Grafiti Holding, Inc., a British Columbia corporation (“Company”), Damon Motors, Inc., a British Columbia corporation (“DMI”), Damon Motors Corporation, a Delaware corporation (“DMC”), and Hansen Black Anderson Ashcraft PLLC, a Utah professional limited liability company (“Escrow Agent”). Each of Investor, Company, DMI and DMC may be referred to individually as an “Escrow Party” and collectively as the “Escrow Parties”. Each of Investor, Company, DMC, DMI and Escrow Agent may be referred to individually as a “Party” or collectively as the “Parties”.
Security AgreementSecurity Agreement • November 1st, 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”).
Note Purchase AgreementNote Purchase Agreement • November 1st, 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”).
SECURED PROMISSORY NOTEGrafiti Holding Inc. • November 1st, 2024 • 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”).
