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 • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is dated October 23, 2023 (the “Effective Date”), by and between Perfect Moment Ltd., a Delaware corporation (the “Company”), and Tracy Barwin, an individual (the “Director”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 8, 2022, 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 • November 6th, 2023 • 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 April 8 2022, 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 233, 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
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”).
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).
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
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”).
