COMMON SHARE PURCHASE WARRANT DAMON INC.Common Share Purchase Warrant • November 18th, 2024 • Damon Inc. • Services-computer programming services • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is [five (5) years] after the Initial Exercise Date (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Damon Inc., a British Columbia company (the “Company”), up to [_________] common shares in the authorized share structure of the Company (“Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Note Purchase AgreementNote Purchase Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of November 13, 2024, is entered into by and between Grafiti Holding, Inc., a British Columbia corporation (“Company”), and East West Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Debtor”), in favor of Braebeacon Holdings Inc., a corporation incorporated pursuant to the laws of the Province of Ontario (“Secured Party”).
GUARANTYGuaranty • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This GUARANTY, made effective as of November 13, 2024 (the “Effective Date”), is given by Damon Motors Corporation, a Delaware corporation (“Guarantor”), for the benefit of Braebeacon Holdings Inc., a corporation incorporated pursuant to the laws of the Province of Ontario, and its successors, transferees, and assigns (“Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of November 13, 2024, is made by DAMON MOTORS, INC., a British Columbia corporation (“Debtor”), in favor of EAST WEST CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Guarantor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
NOW THEREFORE in consideration of the terms, covenants and conditions contained herein, as well as the payment to the Employee of $10.00 and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:
EMPLOYMENT SIDE LETTER AGREEMENTEmployment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
WHEREAS the Executive and the Company entered into an employment agreement dated August 1, 2021 and July 1, 2024, that sets out the terms and conditions governing the Executive’s employment with the Company (the “Employment Agreement”), which is in the form attached as Schedule “A” hereto.
GRAFITI HOLDING INC. - and - JAY GIRAUD - and - ODYSSEY TRUST COMPANY COATTAIL AGREEMENT NOVEMBER 13, 2024Coattail Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada, with an office in the City of Vancouver in the Province of British Columbia, as trustee for the benefit of the SVS Holders (as defined below)
Security AgreementSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This Security Agreement (this “Agreement”), dated as of November 13, 2024, is executed by Damon Motors, Inc., a British Columbia corporation (“Debtor”), in favor of East West Capital, LLC, a Utah limited liability company (“Secured Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • California
This Employment Agreement (the “Agreement”), is entered into by and between Derek Dorresteyn (the “Executive”), on the one hand, and Damon Motors Corporation (the “Company”) on the other hand (each, a “Party” and, jointly, the “Parties”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • Utah
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of November 13, 2024, is made by DAMON MOTORS, INC., a British Columbia corporation (“Guarantor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).
Lockup Release AgreementLockup Release Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
House of Lithium, Damon and Grafiti are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Lockup Release AgreementLockup Release Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
FOUNDER AGREEMENTFounder Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
This Amendment to Security Agreement (this “Amendment”) is entered into as of November 13, 2024, by and among Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”), and Grafiti Holding, Inc., a British Columbia corporation (“Debtor”). Secured Party and Debtor are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT SIDE LETTER AGREEMENTEmployment Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
BALJINDER BHULLAR (AKA BAL BHULLAR), an individual residing in the City of Vancouver in the Province of British Columbia (the “Executive”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 18th, 2024 • Damon Inc. • Services-computer programming services
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 13, 2024, is made by and among East West Capital, LLC, a Utah limited liability company (“East West”), Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), and Braebeacon Holdings, Inc., an Ontario corporation (“BHI”, and collectively with Streeterville and East West, the “Lenders”).
