Perfect Moment Ltd. Sample Contracts
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:
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification 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 • April 2nd, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of March, 2025 by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).
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”).
Form of Representative’s Warrant AgreementWarrant Agreement • January 22nd, 2024 • Perfect Moment Ltd. • 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].
PERFECT MOMENT LTD. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • February 6th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
Unless otherwise defined herein, the terms defined in the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 2nd, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENTSubordinated Business Loan and Security Agreement • August 29th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Virginia
THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 25, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and PERFECT MOMENT LTD., A Domestic Delaware Corporation (“Parent”) and its subsidiaries, PERFECT MOMENT USA INC., A Domestic Delaware Corporation, and PERFECT MOMENT ASIA LIMITED, A Hong Kong Limited Liability Company and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectivel
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”).
UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.Underwriting Agreement • June 30th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
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 AgreementConsulting Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
ContractSecurity Agreement • May 12th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Units of Series A Preferred Stock and Warrants to Purchase Common Stock of Perfect Moment Ltd.Subscription Agreement • December 16th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ units, with each unit consisting of one (1) share of 8.00% Series A Convertible Cumulative Preferred Stock, par value $0.001 per share and a warrant to purchase one (1) share of common stock, $0.001 par value per share of the Company, (the “Units”), to be issued by Perfect Moment Ltd., a Delaware corporation (the “Company”), for a purchase price of $2.00 per Unit, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Units, dated [*], 2024 contained in the offering statement on Form 1-A declared “qualified” by the Securities and Exchange Commission (the “SEC”) on [*], 2024 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
ContractSecurity Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ContractSecurity Agreement • January 21st, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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”).
ContractConvertible Secured Promissory Note • December 12th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 27th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 27, 2025 between Perfect Moment Ltd., a Delaware corporation (“Company”), and X3 Higher Moment Fund LLC (the “Investor”).
LOAN AGREEMENT dated as of March 30, 2026 by and among PERFECT MOMENT LTD. as Borrower, the Guarantors from time-to-time party hereto, the LENDERS from time- to-time party hereto, and X3 Higher Moment Fund LLC as Administrative Agent LOAN AGREEMENTLoan Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS LOAN AGREEMENT (as supplemented, modified, reviewed, extended or restated from time-to-time, this “Agreement”) is made as of March 30, 2026, by and among PERFECT MOMENT LTD., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the lenders from time-to-time party hereto (the “Lenders”), and X3 Higher Moment Fund LLC, a Delaware limited liability company (“X3”), with offices at 3033 Excelsior Blvd #345, Minneapolis MN 55416, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
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”).
AMENDMENT TO Contract of EMPLOYMENTContract of Employment • February 6th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
This Amendment to Contract of Employment (the “Amendment”), dated as of February 3, 2025 (the “Effective Date”), between Perfect Moment, Ltd., a Delaware corporation (the “Company”) and Jane Gottschalk (the “Executive”) amends the Contract of Employment, dated as of September 7, 2022 (“Contract”), between the Company and the Executive as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 28, 2025, by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this [8th] day of [May], 2026 by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and each Investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investor”).
GUARANTY AGREEMENTGuaranty Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to PERFECT MOMENT LTD., a Delaware corporation (“Debtor”), by X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”), each of Perfect Moment (UK) Limited, a private limited company incorporated in England & Wales with company number 10883556 (“PM(UK)”), Perfect Moment International AG, a Swiss company limited by shares (“PMI”), Perfect Moment Asia Limited, a company incorporated in Hong Kong with business registration number 59787570 (“PMA”), and Perfect Moment USA Inc., a Delaware corporation (“PM(USA)”, and together with PM(UK), PMI and PMA, collectively, the “Guarantors”, and each, a “Guarantor”), as of March 30, 2026 (as supplemented, modified, reviewed, extended or restated from time to time, this “Guaranty Agre
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”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 10th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This equity purchase agreement is entered into as of October 7, 2025 (this “Agreement”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27 day of August, 2025 by and among Perfect Moment Ltd., a Delaware corporation (the “Company”), and the Investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investor”).
ContractSecurity Agreement • August 27th, 2025 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2026 between Perfect Moment Ltd., a Delaware corporation (“Company”), and Krane Capital LLC (the “Investor”).
PLEDGE AGREEMENTPledge Agreement • March 30th, 2026 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl
THIS PLEDGE AGREEMENT (as amended, modified, supplemented, replaced or restated from time to time, this “Agreement”), dated as of March 30, 2026, is made by and between PERFECT MOMENT LTD., a Delaware corporation (the “Grantor”) and X3 HIGHER MOMENT FUND LLC, as Administrative Agent for the Lenders, as defined in the Loan Agreement referred to below (together with endorsees, successors and assigns, in such capacity .the “Secured Party”).