UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.Underwriting Agreement • February 13th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, Perfect Moment Ltd., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementPerfect Moment Ltd. • January 22nd, 2024 • Apparel & other finishd prods of fabrics & similar matl
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT DATE. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS AFTER THE COMMENCEMENT DATE].
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2023 by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and [●], a [member of the Board of Directors and an officer of the Company] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2021, between Perfect Moment Ltd., a Delaware corporation (the “the Company”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 7, collectively, the “Holders” and each, individually, a “Holder”),
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of October 20th, 2023 (the “Effective Date”) by and between Jeff Clayborne (the “Executive”) and Perfect Moment Ltd., a Delaware corporation (the “Company”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • January 18th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated January 18, 2024 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Tim Nixdorff, an individual (the “Director”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of March 15, 2021, entered into by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Buyers set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”),
SECURITY AGREEMENTSecurity Agreement • January 18th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2021, by and among Perfect Moment Ltd., a Delaware corporation (the “Borrower”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 23, collectively, the “Secured Parties” and each, individually, a “Secured Party”).
Perfect Moment Asia Consulting AgreementAsia Consulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Nevada
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of January __, 2024 (the “Effective Date”) by and between Jeff Clayborne (the “Executive”) and Perfect Moment Ltd., a Delaware corporation (the “Company”).
Perfect Moment Ltd. ENTERPRISE MANAGEMENT INCENTIVE SHARE OPTION AGREEMENTEnterprise Management Incentive Share Option Agreement • February 23rd, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Enterprise Management Incentive Share Option Agreement (this “Agreement”) is executed and delivered as a deed as of the Date of Grant specified herein, by and between Perfect Moment Ltd. a Delaware corporation (“PM” or the “Company”), and Negin Yeganegy of [***] (“the Participant”). The Participant and PM hereby agree as follows:
Third Amendment to Consulting AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Third Amendment to Consulting Agreement (this “Third Amendment”), made this 31st day of August, 2022 (the “Effective Date”), 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 Lucius Partners LLC, a Delaware limited liability company (the “Consultant”).
SHARE EXCHANGE AGREEMENT among PERFECT MOMENT LTD., PERFECT MOMENT ASIA LTD., and THE INDIVIDUALS AND ENTITIES LISTED ON SCHEDULE A HERETO Dated as of March 15, 2021Share Exchange Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 15, 2021, is by and among Perfect Moment Ltd., a Delaware corporation (“Parent”), Perfect Moment Asia Ltd., a limited liability company organized under the laws of Hong Kong with registration number 1743207 (the “Company”), and the individuals and entities listed on Schedule A hereto (each, a “Stockholder” and together the “Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.
Consulting AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Consulting Agreement (the “Agreement”), made this 31st day of December, 2020, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, London SW1A 1NR (the “Consultant”).
SECOND AMENDMENT TO TERM SHEET AND CONSULTING AGREEMENTTerm Sheet and Consulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
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 21 Knightsbridge, 2nd Floor, London SW1X7LY, UK (the “Consultant”).
Lock-Up AgreementLock-Up Agreement • January 26th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
AMENDMENT TO TERM SHEET AND CONSULTING AGREEMENTTerm Sheet And • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Amendment to Consulting Agreement (this “Amendment”), made this 10th day of March, 2021, is entered into by Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Montrose Capital Partners Limited, a corporation formed under the laws of the United Kingdom with its principal place of business at 32-33 St. James’s Place, London SW1A 1NR (the “Consultant”).
TERM SHEETTerm Sheet • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
The Guarantor agrees to provide a guarantee in the form of a Standby Letter of Credit in favour of the Borrower’s Bank for a maximum amount of $1,000,000 (One Million US Dollars).
Share Registration AgreementShare Registration Agreement • January 26th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
This Agreement is entered into on January 25, 2024, by and between Perfect Moment Ltd., a Delaware corporation (the “Company”) on the one side, and Mark Tompkins, Ian Jacobs, Darius Fouladi and Montrose Capital Partners Limited (collectively, the “Montrose Group”) on the other side.
FIRST AMENDMENT TO 8% SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS FIRST AMENDMENT (this “Amendment”), dated as of March 15, 2022, to that certain 8% Senior Subordinated Secured Convertible Promissory Note issued as of March 15, 2021 (the “Note”), by PERFECT MOMENT LTD., a Delaware corporation (the “Company”), to the undersigned holder (the “Holder”) and that certain Security Agreement, dated as of March 15, 2021 (the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Note, or if not defined therein, the Purchase Agreement (as defined below) or the Security Agreement.
Fourth Amendment to Term Sheet and Consulting AgreementAnd Consulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Fourth Amendment to Term Sheet and Consulting Agreement (this “Amendment”), made this 31st day of August, 2022 (the “Effective Date”), 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 21 Knightsbridge, 2nd Floor, London SW1X7LY, UK (the “Consultant”).
Consulting AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
Consulting Agreement (the “Agreement”), made this 11th day of March, 2021, is entered into by and among Perfect Moment Ltd., a Delaware corporation (“Newco”), Perfect Moment Asia Ltd., a Hong Kong company (the “Company”), and Lucius Partners LLC, a Delaware limited liability company (the “Consultant”).
NED Board Member AgreementNed Board Member Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
ContractPerfect Moment Ltd. • February 23rd, 2024 • Apparel & other finishd prods of fabrics & similar matl
Set forth below are excerpts from the Settlement Agreement, dated October 26, 2022, by and between Perfect Moment UK Limited and Negin Yeganegy, relating to the Perfect Moment Ltd. Enterprise Management Incentive Share Option Agreement with Negin Yeganegy.
Second Amendment to Consulting AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Second Amendment to Consulting Agreement (this “Second Amendment”), made this 21st day of March, 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 Lucius Partners LLC, a Delaware limited liability company (the “Consultant”).
PATENT SECURITY AGREEMENTPatent Security Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement.
Third Amendment to Consulting AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Third Amendment to Consulting Agreement (this “Amendment”), made this 21st day of March, 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 21 Knightsbridge, 2nd Floor, London SW1X7LY, UK (the “Consultant”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of March, 2021, by the Borrower listed on the signature page hereof, in favor of the Secured Parties under and as defined in the below-described Security Agreement.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Amendment to 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 Lucius Partners LLC, a Delaware limited liability company (the “Consultant”).
