8-K - PMNT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

PERFECT

MOMENT LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-41930	86-1437114
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

2445th Ave Ste 1219

NewYork, NY 10001

(Address of principal executive offices, with zip code)

315-615-6156

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.0001 per share	PMNT	NYSE<br> American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

TheLoan Agreement

The Loan.

On March 30, 2026, Perfect Moment Ltd. (the “Company” or the “Borrower”) entered into a loan agreement (the “Loan”) with X3 Higher Moment Fund LLC as agent for X3 Higher Moment Fund LLC (“X3”) and Krane Capital, LLC (“Krane Capital” and together with X3 the “Lenders”) from time to time party thereto (in such capacity, the “Agent”) in an aggregate principal amount of $10,000,000. The Loan shall be irrevocably and unconditionally guaranteed (the “Guaranty”) on a joint and several basis by the material subsidiaries of the Borrower, consisting of on the date hereof:

i.	Perfect<br> Moment (UK) Limited, a United Kingdom corporation (“PMUK”);
ii.	Perfect<br> Moment Asia Limited, a Hong Kong corporation (“PMA”);
iii.	Perfect<br> Moment International AG (“PMI”); and
iv.	Perfect<br> Moment USA Inc., a Delaware corporation (“PMUSA” and, collectively, the “Guarantors”).

The Lenders will be entitled to assign all or a portion of its exposure under the Loan or to sell participations therein pursuant to customary conditions in the Loan.

Term of the Loan.

The Loan shall terminate, and all amounts outstanding thereunder shall be due and payable in full, twenty-four (24) months from the Closing Date (the “Maturity Date”).

Interest.

Interest shall be calculated on the daily outstandings of the Loan from the Closing Date at a fixed rate of 12.0% per annum, computed on the basis of a 360-day year for the actual number of days elapsed, payable monthly in cash in arrears. If any Event of Default has occurred and is continuing, then the otherwise applicable Interest Rate shall be increased by 5.0% per annum.

Security.

The Loan shall be secured by a first priority, perfected lien on and security interest in all or substantially all of the existing and future assets of the Borrower and the Guarantors, subject to the customary exceptions and exclusions for a facility of this type. This security for the Loan is memorialized in a Security Agreement and a Pledge Agreement.

The Use of Proceeds.

The proceeds of the Loan shall be used to fund the repayment of the $3,389,960.00 promissory note between Max Gottschalk and the Borrower dated August 8, 2025, as amended, to fund the repayment of the $1,700,000.00 promissory note between Max Gottschalk and Jane Gottschalk and the Borrower dated August 18, 2025, as amended, and on an on-going basis to fund working capital expenditures relating to the operations of the Borrower’s ordinary business activities.

Commitment Fee.

Commencing on the Closing Date, a commitment fee of 1.50% per annum shall be payable on the daily unused portions of the Loan, payable monthly in cash in arrears.

Mandatory Prepayments.

The Loan shall contain mandatory prepayments customary for transactions of this type, including in connection with incurrences of indebtedness not permitted in the agreement or asset sales, subject to customary exceptions and limitations.

Conditions to All Credit Extensions.

Each credit extension under the Loan (including the initial funding thereunder) will be subject to conditions customary for transactions of this type, including, without limitation, accuracy of all representations and warranties; absence of any default or event of default; absence of any event that could reasonably be expected to have a material adverse effect; absence of a cash sweep event; no key person event has occurred and is continuing; and receipt of such other documents, certificates or information as the Lender shall have reasonably requested.

Representations and Warranties.

Customary for transactions of this type and for a borrower of the Borrower’s size and credit quality, including without limitation, representations and warranties as to status and due organization, good standing, power and authority; due authorization, execution, delivery and enforceability; governmental and third party consents and approvals; no violation of law, regulation, judgments, organizational documents or agreements, no incurrence of additional indebtedness, and no creation of liens; accuracy of financial statements and no material adverse change; no litigation; environmental matters; compliance with laws and material agreements; not an investment company or subject to regulation restricting the transactions; tax matters; margin regulations; use of proceeds; center of main interests and establishments; ERISA; DAC6; Pensions Act 2004; ownership of assets; insurance; intellectual property; accuracy of disclosure; absence of labor disputes; identification of subsidiaries; solvency; deposit accounts; collateral matters; material agreements; Patriot Act and sanctions compliance.

Covenants.

Customary for transactions of this type and for a borrower of the Borrower’s size and credit quality (with customary qualifications and mutually agreeable exceptions to negative covenants), including typical negative covenants restricting investments, additional debt and liens, restricted payments and sales of assets, and typical affirmative covenants including compliance with laws, financial and informational reporting requirements.

Events of Default.

Customary for transactions of this type and for a borrower of the Borrower’s size and credit quality (with customary notice and cure periods), including, without limitation, the following: payment default; breach of representations in any material respect; breach of covenants; cross-default to material indebtedness; bankruptcy; ERISA; material judgments; change in control; termination or invalidity of guaranty, or security documents; and defaults under other loan documents; any defaults under material contracts; change in ownership of the Borrower or any Guarantor; criminal indictments; or material adverse effects.

The X3 Warrants.

In connection with the Loan, the Company will issue to X3 warrants (the “X3 Warrants”) to purchase 1,864,753 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.46822 per share. The X3 Warrants shall expire at 5:00 p.m., Eastern time, on August 27, 2028. The X3 Warrants will be issued to X3 on or before May 8, 2026.

The foregoing descriptions of the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Intellectual Property Security Agreement, the Pledge Agreement and the X3 Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Pledge Agreement and the form of the X3 Warrant filed as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5 and Exhibit 4.1, hereto and incorporated by reference herein.

TheNew Equity Investment

On March 30, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with Krane Capital to issue and sell (i) 6,060,606 shares (the “Shares”) of Common Stock and (ii) warrants (the “Krane Warrants”) to purchase up to 8,276,944 shares of Common Stock, at an exercise price of $0.40 per share. The Krane Warrants shall expire at 5:00 p.m., Eastern time, on August 27, 2028. The purchase price of the Shares is $0.33 per share. The SPA contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties. The Shares and the Krane Warrants will be issued to Krane Capital on or before May 8, 2026.

The Shares, the X3 Warrants and the Krane Warrants will be issued upon the closing of the SPA and will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.

In connection the above, the Company, X3 and Krane Capital entered into a Registration Rights Agreement pursuant to which the Company agreed to register the Shares, the shares of Common Stock underlying the X3 Warrants and shares of Common Stock underlying the Krane Warrants.

The foregoing descriptions of the SPA, Registration Rights Agreement, and the Krane Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement, Registration Rights Agreement, and form of the Krane Warrants filed as Exhibit 10.6, Exhibit 10.7 and Exhibit 4.2, respectively, hereto and incorporated by reference herein.

Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures regarding the Senior Secured Revolving Loan, the Guaranty, the Security Agreement, the Pledge Agreement and the X3 Warrant set forth under Item 101 of this report is incorporated herein by reference under this Item 2.03.

Item 3.02.Unregistered Sales of Equity Securities.

The disclosure regarding the X3 Warrants to be issued to X3 pursuant to the Loan and the Shares and Krane Warrants to be issued to Krane Capital pursuant to the SPA as set forth under Item 1.01 of this report is incorporated herein by reference under this Item 3.02.

Item7.01 Regulation FD Disclosure

On March 30, 2026, the Company issued a press release announcing the entry into the Loan and the entry into the SPA and Registration Rights Agreement as disclosed in Item 1.01 above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Theinformation disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposesof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by referencein any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific referencein such a filing.

Item9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.	Description
4.1	Form of X3 Warrant
4.2	Form of Krane Warrant
10.1	Loan Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC
10.2	Guaranty
10.3	Security Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC
10.4	Pledge Agreement, dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC
10.5	Intellectual Property Security Agreement, dated March 30, 2026 by and between Perfect Moment (UK) Limited and X3 Higher Moment Fund LLC
10.6	Securities Purchase Agreement dated March 30, 2026 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC
10.7	Form of Registration Rights Agreement by and between Perfect Moment Ltd., X3 Higher Moment Fund LLC and Krane Capital Management LLC
99.1	Press Release dated March 30, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> March 30, 2026	PERFECT MOMENT LTD.
	By:	/s/ Jane Gottschalk
		Jane<br> Gottschalk
		President

Exhibit4.1

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.

COMMONSTOCK PURCHASE WARRANT

For the Purchase of 1,864,753 Shares of Common Stock

PERFECTMOMENT LTD.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of consideration duly paid by or on behalf of X3 Higher Moment Fund LLC (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant” or the “Warrants), to Perfect Moment, Ltd., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [_____ __], 2026 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on August 27, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 1,864,753 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), subject to adjustment as provided in Section 7 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $0.46822 per Share; provided, however, that upon the occurrence of any of the events specified in Section 7 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as may be adjusted from time to time pursuant to the terms hereof.

Exercise.

2.1. Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2. Cashless Exercise. If at the time of any exercise of this Purchase Warrant there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, a number of Shares determined in accordance with the following formula:

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share; and
	B	=	The<br> Exercise Price.

For purposes of this Section 2.2, the fair market value of a Share is defined as follows:

(i)	If<br> shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price<br> on such exchange prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant;<br> or
(ii)	if<br> shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid<br> price prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant; if there<br> is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s<br> Board of Directors.

(i)

If shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant; or

(ii)

if shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid price prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

2.3. Notwithstanding anything provided herein to the contrary, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates, and any other persons or entities acting as a group together with the Holder or any of the Holder’s affiliates (such persons or entities, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of Company (including for purposes of this paragraph, without limitation, any convertible notes, convertible stock, warrants, convertible loans or similar instruments) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of the Exercise Form shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by Company or (C) a more recent written notice by Company or Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, Company shall within one trading day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Subject to Section 4, the Holder, upon notice to Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.3, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding anything herein to the contrary, the provisions of this paragraph shall not be amended (the “Amendment Prohibition”) unless the stockholders of the Company approve a resolution to eliminate the Amendment Prohibition. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

2.4. Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Securities Act”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

Transfer. If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, the securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Womble Bond Dickinson (US) LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the SEC and compliance with applicable state securities law has been established.

Option for Mandatory Exercise.

4.1 Option for Mandatory Exercise. Beginning on the second anniversary of the Commencement Date, the Company may require the Holder of the outstanding Warrants to exercise such Warrants in full, but not in part, at the option of the Company, upon notice to the Holder of the Warrants as described in Section 4.2 below; provided that, prior to and as of the Mandatory Exercise Date (as defined in Section 4.2) (a) the Reference Value (as defined herein) has exceeded the Per Share Purchase Price (subject to adjustment in compliance with Article 7 hereof) for at least one Measurement Period (as defined below); and (b) the Company has an effective registration statement, including any required prospectus or prospectus supplement, registering the resale by the Holder of both the Warrants and the Shares issuable upon exercise of the Warrants. As used in this Agreement, “Reference Value” shall mean the closing price of the Shares as reported on the NYSE American during any five trading days within a 15 trading-day period (the “MeasurementPeriod”).

4.2 Date for and Notice of Mandatory Exercise. In the event that the Company elects to mandate the exercise of the Warrants pursuant to Section 4.1, notice of mandatory exercise shall be sent in accordance with Section 8.4 by the Company not less than five days after the occurrence of the event triggering the option for mandatory exercise referenced in Section 4.1.and the Company shall fix a date for the exercise of the Warrants (the “Mandatory Exercise Date”) which shall be no later than five days after the date of such notice. Such notice shall include a form of Election to Purchase, and shall state (i) briefly, the events giving rise to such Mandatory Exercise (including the Reference Value, the Measurement Period and the manner in which the Reference Value was calculated), (ii) the Mandatory Exercise Date, (iii) the applicable Exercise Price and (iv) the procedures Holder must follow to exercise its Warrants. Any notice sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received such notice. On and after the Mandatory Exercise Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants and payment in full of the applicable Exercise Price in cash, the applicable Shares issuable in connection with Warrants exercised on the Mandatory Exercise Date. On the Mandatory Exercise Date, the Beneficial Ownership Limitation will be automatically increased to 19.9%.

4.3 Non-Payment Redemption. In the event that the Company elects to mandate the exercise of the Warrants pursuant to Section 4.1, and the Holder does not pay the applicable Exercise Price in cash within 30 days following the Mandatory Exercise Date, then the Company may effect a cashless exercise of the applicable Warrants pursuant to Section 2.2. For the avoidance of doubt, in no event shall the Company redeem, cancel or otherwise extinguish the Warrants for nominal or de minimis consideration, and any cashless exercise shall be calculated in accordance with the terms set forth in Section 2.2.

5. Covenants.

5.1 The Holder shall have consent rights on transactions with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein.

6. New Purchase Warrants to be Issued.

6.1. Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

6.2. Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

7. Adjustments.

7.1. Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares issuable upon exercise of the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

7.1.1. Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 7.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

7.1.2. Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 7.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event (including, without limitation, any reverse stock split), then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

7.1.3. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 7.1.1 or 7.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 7.1.1 or 7.1.2, then such adjustment shall be made pursuant to Sections 7.1.1, 7.1.2 and this Section 7.1.3. The provisions of this Section 7.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

7.1.4. Price Protection. In the event that the Company issues any shares of Common Stock or securities convertible into or exercisable for Common Stock at a price per share less than the then existing Exercise Price (other than pursuant to an Excluded Issuance), the Exercise Price of the Purchase Warrants shall be adjusted to equal: (1) the sum of (a) (i) the number of Shares underlying the Purchase Warrants times (ii) the then existing Exercise Price plus (b) (i) the number of Shares issued in such transaction times (ii) the price per Share in such transaction divided by (2) the sum of (a) the number of Shares underlying the Purchase Warrants plus (b) the number of Shares issued in such transaction.

7.1.5. Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 7.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

7.2. Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation or merger shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 7. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations or mergers.

7.3. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

8. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to pre-emptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to pre-emptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.

9. Certain Notice Requirements.

9.1. Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 9.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least 15 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

9.2. Events Requiring Notice. The Company shall be required to give the notice described in this Section 9 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed; or (iv) a transaction with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein .

9.3. Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 7 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

9.4. Transmittal of Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) one Business Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail set forth below prior to 5:30 p.m. (New York City time) on a Business Day, with written confirmation of successful transmission; (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail set forth below on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Holder:

X3 Higher Moment Fund LLC

c/o X Cubed Capital Management, LLC

3033 Excelsior Boulevard, Suite 343

Minneapolis, MN 55416

Attention: Wendy Angeles, Chief Administrative Officer

E-mail: wendy@x3cmllc.com

with a copy (which shall not constitute notice) to:

Womble Bond Dickinson (US) LLP

2001 K Street, NW, Suite 400 South

Washington, DC 20006

Attention: Reid Avett, Esq.

E-Mail: Reid.Avett@wbd-us.com

If to the Company:

Perfect Moment Ltd.

244 5th Ave Ste 1219

New York, NY 10001

Attention: Max Gottschalk, Chairman

e-mail: max@perfectmoment.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.

E-mail: mnussbaum@loeb.com

10. General.

10.1. Amendments. The Company and Holder may from time to time supplement or amend this Purchase Warrant without the approval of the Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Holder may deem necessary or desirable and that the Company and Holder deem shall not adversely affect the interest of the Holder. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

10.2. Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

10.3. Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. In the event of any conflict or inconsistency between this Purchase Warrant and the Loan Agreement, dated March 30, 2026, between the Company, X3 Higher Moment Fund LLC, as administrative agent, certain guarantors, and the lenders from time to time party thereto (the “Loan Agreement”), the Loan Agreement will control.

10.4. Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

10.5. Governing Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed in accordance with the law of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought in the Supreme Court of the State of New York, sitting in the City and County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

10.6. WAIVER OF TRIAL BY JURY. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

10.7. Waivers, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

10.8. Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Holder enter into an agreement (“ExchangeAgreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

[SignaturePage Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [__] day of [___], 2026.

Very truly yours,
PERFECT MOMENT<br> LTD.
By:
Name:	Jane Gottschalk
Title:	President

[Signaturepage for X3 Higher Moment Fund LLC Purchase Warrant]

[Formto be used to exercise Purchase Warrant]

EXERCISE FORM

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for [●] shares of common stock, par value $0.0001 per share (the “Shares”), of Perfect Moment Ltd., a Delaware corporation (the “Company”), and hereby makes payment of $[●] (at the exercise price of $[●] per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

The undersigned hereby elects irrevocably to convert its right to purchase [●] Shares of the Company under the Purchase Warrant for [●] Shares, as determined in accordance with the following formula:

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share which is equal to $[●]; and
	B	=	The<br> Exercise Price which is equal to $[●] per share

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved in good faith between the Company and the Holder, and if not resolved within five Business Days, by an independent nationally recognized accounting firm mutually selected by the parties, whose determination shall be final and binding.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature
Signature<br> Guaranteed
---

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print<br> in Block Letters)
Address:
---

[Formto be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase [●] shares of common stock, par value $0.0001 per share, of Perfect Moment Ltd., a corporation incorporated under the law of the State of Delaware (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

Signature
Signature<br> Guaranteed
---

Exhibit4.2

COMMONSTOCK PURCHASE WARRANT

For the Purchase of 8,276,944 Shares of Common Stock

PERFECTMOMENT, LTD.

Purchase Warrant. THIS CERTIFIES THAT, in consideration of consideration duly paid by or on behalf of Krane Capital LLC (“Holder”), as registered owner of this Common Stock Purchase Warrant, to Perfect Moment, Ltd., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [_____ __], 2026 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on August 27, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 8,276,944 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), subject to adjustment as provided in Section 7 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $0.40 per Share; provided, however, that upon the occurrence of any of the events specified in Section 7 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as may be adjusted from time to time pursuant to the terms hereof. All capitalized terms used but not defined herein shall have the meanings ascribed to those in the Securities Purchase Agreement between the Holder and the Company, dated March 30, 2026.

2. Exercise.

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share; and
	B	=	The<br> Exercise Price.

For purposes of this Section 2.2, the fair market value of a Share is defined as follows:

(i)	If<br> shares of the Company’s common stock are traded on a securities exchange, the value shall be deemed to be the closing price<br> on such exchange prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant;<br> or
(ii)	if<br> shares of the Company’s common stock are actively traded over-the-counter, the value shall be deemed to be the closing bid<br> price prior to the exercise form being submitted to the Company in connection with the exercise of the Purchase Warrant; if there<br> is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s<br> Board of Directors.

(i)

(ii)

3. Transfer. If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, the securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the SEC and compliance with applicable state securities law has been established.

4. Option for Mandatory Exercise.

5. Covenants.

5.1 The Holder shall have consent rights on transactions with any affiliate of the Company that would materially and adversely impact the rights of the Holder as set forth herein.

6. New Purchase Warrants to be Issued.

7. Adjustments.

7.1.4 Price Protection. In the event that the Company issues any shares of Common Stock or securities convertible into or exercisable for Common Stock at a price per share less than the then existing Exercise Price (other than pursuant to an Excluded Issuance), the Exercise Price of the Purchase Warrants shall be adjusted to equal: (1) the sum of (a) (i) the number of Shares underlying the Purchase Warrants times (ii) the then existing Exercise Price plus (b) (i) the number of Shares issued in such transaction times (ii) the price per Share in such transaction divided by (2) the sum of (a) the number of Shares underlying the Purchase Warrants plus (b) the number of Shares issued in such transaction.

9. Certain Notice Requirements.

If to the Holder:

Krane Capital LLC

280 Park Avenue

New York, NY 10017

Attention: Jennifer Tarleton

E-mail: jennifer.tarleton@kranecapital.com

If to the Company:

Perfect Moment Ltd.

244 5th Ave Ste 1219

New York, NY 10001

Attention: Max Gottschalk, Chairman

e-mail: max@perfectmoment.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.

E-mail: mnussbaum@loeb.com

10. General.

10.3. Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. In the event of any conflict or inconsistency between this Purchase Warrant and the Loan Agreement, dated March 27, 2026, between the Company, X3 Higher Moment Fund LLC, as administrative agent, certain guarantors, and the lenders from time to time party thereto (the “Loan Agreement”), the Loan Agreement will control.

[SignaturePage Follows]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [8^th^] day of [May], 2026.

Very truly yours,
PERFECT MOMENT<br> LTD.
By:
Name:	Jane Gottschalk
Title:	President

[Signaturepage for Krane Capital LLC Purchase Warrant]

[Formto be used to exercise Purchase Warrant]

EXERCISE FORM

Date: __________, 20___

X	=	Y(A-B)
		A
Where,
---	---	---	---
	X	=	The<br> number of Shares to be issued to Holder;
	Y	=	The<br> number of Shares for which the Purchase Warrant is being exercised;
	A	=	The<br> fair market value of one Share which is equal to $[●]; and
	B	=	The<br> Exercise Price which is equal to $[●] per share

Signature
Signature<br> Guaranteed
---

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print<br> in Block Letters)
Address:
---

[Formto be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

Dated: __________, 20__

Signature
Signature<br> Guaranteed
---

Exhibit10.1

EXECUTIONVERSION

LOANAGREEMENT

dated as of March 30, 2026

by and among

PERFECTMOMENT LTD.

as Borrower,

theGuarantors from time-to-time party hereto,

theLENDERS from time-to-time party hereto,

and

X3Higher Moment Fund LLC

as Administrative Agent

LOAN AGREEMENT

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 X3Higher 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”).

RECITALS

WHEREAS, the Borrower has requested that the Lenders commit to make available loans and advances to it on a revolving credit basis in an amount not to exceed at any one time outstanding Ten Million Dollars ($10,000,000). The Lenders are willing to make such loans and advances on the terms and conditions hereinafter set forth.

WHEREAS, X Cubed Capital Management LLC (the “Bridge Lender”) and Max Gottschalk, a Senior Officer and principal stockholder of the Borrower (the “First Bridge Note Issuer”), entered into a promissory note dated August 8, 2025 (as amended as of October 29, 2025, the “First Bridge Note”) pursuant to which the Bridge Lender agreed to lend and advanced to the First Bridge Note Issuer the principal sum of $3,389,960.00, which the First Bridge Note Issuer subsequently contributed to the Borrower for the purposes of paying certain designated company expenses specified in the First Bridge Note.

WHEREAS, the Bridge Lender and each of the First Bridge Note Issuer and Jane Gottschalk, a Senior Officer and principal stockholder of the Borrower (the “Second Bridge Note Issuers”) entered into a promissory note dated August 18, 2025 (the “Second Bridge Note”, and together with the First Bridge Note, the “Bridge Notes”) pursuant to which the Bridge Lender agreed to lend and advanced to the Second Bridge Note Issuers the principal sum of $1,700,000.00, which the Second Bridge Note Issuers subsequently contributed to the Borrower for the purposes of paying certain designated company expenses specified in the Second Bridge Note.

WHEREAS, on the Closing Date and upon the effectiveness of this Agreement, the aggregate outstanding principal amount of the Bridge Notes, together with all accrued and unpaid interest on the Bridge Notes, will be repaid with the proceeds from the initial Revolving Credit Advance made by X3 under this Agreement in a principal amount of $5,089,960.00.

NOW, THEREFORE, in consideration of the premises and the promises herein contained, and each intending to be legally bound hereby, the parties agree as follows:

ARTICLE I. DEFINITIONS

Section 1.01. Definitions. The terms as defined in this Section 1.01 shall, for all purposes of this Agreement and any amendment hereto (except as herein otherwise expressly provided or unless the context otherwise requires), have the meanings set forth herein (terms defined in the singular to have the same meanings when used in the plural and vice versa):

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“Accounts Receivable” means all amounts owed to the Borrower or a Subsidiary of the Borrower on account of sales, leases or rentals of goods or services rendered in the ordinary course of the Borrower’s or such Subsidiary’s trade or business.

“Additional Warrants” shall have the meaning assigned to it in Section 9.07(a).

“Administrative Agent” shall mean X3, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by or otherwise acceptable to the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” of any Person means (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person, (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person, (iii) any other Person of which such Person owns beneficially, directly or indirectly, 5% or more of the capital stock or equivalent equity interests, or (iv) any other Person which owns beneficially, directly or indirectly, 5% or more of the capital stock or equivalent equity interests of such Person.

“Affiliate Transaction” shall have the meaning assigned to it in Section 6.25.

“Aggregate Revolving Commitment Amount” shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount is TEN MILLION DOLLARS ($10,000,000.00).

“Aggregate Revolving Commitments” shall mean, collectively, all Revolving Credit Commitments of all Lenders at any time outstanding.

“Agreement” shall have the meaning ascribed to it in the preamble hereof.

“Anti-Corruption Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Loan Parties and/or their Subsidiaries concerning or relating to bribery or corruption, including Bribery Act 2010 (UK).

“Applicable Lending Office” shall mean, for each Lender, the “Lending Office” of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans are to be made and maintained.

“Approved Fund” means any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clause (i) and this clause (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

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“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.05(b)) and accepted by the Administrative Agent, in any other approved by the Administrative Agent.

“Authority” shall have the meaning assigned to it in Section 3.01.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Borrower” shall have the meaning ascribed to it in the preamble hereof.

“Bridge Lender” shall have the meaning ascribed to it in the recitals hereof.

“Bridge Notes” shall have the meaning ascribed to it in the recitals hereof.

“Business Day” means any day on which commercial banks in New York, New York, Minneapolis, Minnesota and London, United Kingdom are required by law to be open for business.

“Capital Lease” means any lease of property by a Person as lessee that is required by GAAP to be classified and accounted for as a capital lease on the balance sheet of that Person.

“Cash Equivalents” means (a) direct obligations of, or obligations the principal of, and interest on, which are unconditionally guaranteed by, the United States (or by any agency thereof, to the extent such obligations are backed by the full faith and credit of the United States), in each case of the foregoing, maturing within one (1) year from the date of acquisition thereof; (b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s, and, in either case, maturing within six (6) calendar months from the date of acquisition thereof; (c) certificates of deposit, bankers’ acceptances and time deposits maturing within one hundred eighty (180) calendar days of the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States, or any state thereof, which has a combined capital and surplus and undivided profits of not less than Five-Hundred Million Dollars ($500,000,000); (d) fully collateralized repurchase agreements with a term of not more than thirty (30) calendar days for securities described in the foregoing clause (a) and entered into with a financial institution satisfying the criteria described in the foregoing clause (c); (e) money market funds that: (i) are classified as “current assets” in accordance with GAAP; (ii)comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended; (iii) are rated ‘AAA’ by S&P and ‘Aaa’ by Moody’s, and (iv) have portfolio assets of not less than Five Billion Dollars ($5,000,000,000); and (f) mutual funds investing solely in any one (1) or more of the Cash Equivalents described in the foregoing clauses (a) through (e).

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“Cash Sweep Period” means the period that commences on the date on which the monthly financial statements of the Borrower delivered to the Administrative Agent pursuant to Section 6.01(c) show the occurrence of a Cash Sweep Trigger Event and terminates on the date on which the monthly financial statements of the Borrower delivered to the Administrative Agent pursuant to Section 6.01(c) show the occurrence of a Cash Sweep Trigger Event Cure.

“Cash Sweep Trigger Event” means each of the following:

(a)	the<br> Twelve-Month Average Revenue of the Borrower and its Subsidiaries is, at the end of any calendar<br> month, less than $21,000,000; or
(b)	the<br> Current Assets the Borrower and its Subsidiaries are, at the end of any calendar month, less<br> than $12,500,000.
---	---

“Cash Sweep Trigger Event Cure” means, following the occurrence of a Cash Sweep Trigger Event:

(a)	the<br> Twelve-Month Average Revenue of the Borrower and its Subsidiaries is equal to or greater<br> than $21,000,000; and
(b)	the<br> Current Assets of the Borrower and its Subsidiaries are equal to or greater than $12,500,000,
---	---

at the end of any calendar month, as evidenced by the monthly financial statements of the Borrower delivered to the Administrative Agent pursuant to Section 6.01(c).

“Change in Control” means the occurrence after the Closing Date of the following: (a) (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Borrower is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Borrower, any subsidiary of the Borrower, or any trustee or other fiduciary holding securities under an employee benefit plan of the Borrower) or (ii) the merger or consolidation of the Borrower with or into another corporation where (A) the Borrower is not the corporation surviving such merger or consolidation and (B) the shareholders of the Borrower, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Borrower immediately prior to such merger or consolidation or (b) Borrower ceases to own, directly or indirectly, 100% of the capital stock (or equivalent equity interests) of each Guarantor (other than, with respect to this clause (b), as a result of a transaction permitted by Section 6.09 or 6.10).

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“Change of Law” shall have the meaning assigned to it in Section 3.01.

“Closing Date” means the date of execution of this Agreement, as set out in the first paragraph of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor Federal tax code.

“Collateral” means the property covered by the Security Agreement, the Share Pledge Agreements and all other agreements heretofore, now or hereafter entered into in favor of the Administrative Agent guarantying payment of, or granting a Lien upon property as security for payment of, the Obligations and any other property, whether now owned or existing or hereafter acquired or arising, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Obligations.

“Collection Account” means, collectively, one or more segregated deposit accounts opened on or before the Closing Date by the Borrower with one or more Deposit Account Banks into which all Accounts Receivable of the Borrower and each of its Subsidiaries shall be paid.

“Commitment Fee” shall have the meaning assigned to it in Section 2.07.

“Consolidated Assets” means, as of any date of determination, the net book value of all assets of Borrower and its Subsidiaries on such date determined on a consolidated basis in accordance with GAAP.

“Control” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

“Corresponding Debt” shall have the meaning assigned to it in Section 8.14(b).

“Cure Amount” shall have the meaning assigned to it in Section 7.01.

“Current Assets” means a sum of the following:

(a)	Inventory<br> (valued at cost-value) physically located at the Properties of the Borrower and its Subsidiaries<br> in the United States, the United Kingdom, members of the European Free Trade Association<br> or the European Union;

| -6- |

| --- | | (b) | Accounts Receivable from creditworthy (in the reasonable determination of the Administrative Agent) wholesale customers which do not have any payments more than 120 days past due based on the stated invoice payment due date; | | --- | --- | | (c) | cash and Cash Equivalents; | | --- | --- | | (d) | Prepaid Goods with third party factories (valued at cost-value); and | | --- | --- | | (e) | the value of unfulfilled non-cancellable purchase orders received by the Borrower or a Subsidiary of the Borrower from creditworthy (in the reasonable determination of the Administrative Agent) wholesale customers which the Borrower or a Subsidiary of the Borrower will be able to fulfill within nine (9) months from the date thereof (but shall not include any portion thereof for which the Borrower or a Subsidiary of the Borrower has generated Accounts Receivable) less the cost of fulfilling such purchase orders (including, without limitation applicable taxes and shipping costs). | | --- | --- |

“DAC6” means Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.

“Debt” of any Person means at any date, without duplication; (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business on terms customary in the trade; (iv) all obligations of such Person as lessee under Capital Leases; (v) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance; (vi) all Redeemable Preferred Stock of such Person (in the event such Person is a corporation); (vii) all obligations of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument; (viii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (ix) all Debt of others Guaranteed by such Person; (x) all obligations of such Person with respect to interest rate protection agreements, foreign currency exchange agreements or other hedging agreements (valued as the termination value thereof computed in accordance with a method approved by the International Swap Dealers Association and agreed to by such Person in the applicable hedging agreement, if any); (xi) all obligations of such Person under any synthetic lease, tax retention operating lease, sale and leaseback transaction, asset securitization, off-balance sheet loan or other off-balance sheet financing product; (xii) all obligations of such Person to purchase securities or other investment property arising out of or in connection with the sale of the same or substantially similar securities or investment property; and (xiii) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt provide that such Person is not liable therefor.

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“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, the Insolvency Act 1986 (UK), Part 26 and Part 26A of the Companies Act 2006 (UK) and the UK Corporate Insolvency and Governance Act 2020 and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, administration, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means, with respect to any Loan on any date, a rate of interest equal to 17.00% per annum.

“Defaulting Lender” shall mean, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent, the Borrower or to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent or the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Entity so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Entity) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(a)) upon delivery of written notice of such determination to the Borrower.

| -8- |

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“Deposit Account Bank” means a banking institution approved in writing by the Administrative Agent (in its sole and absolute discretion).

“Deposit Account Control Agreement” means a control agreement executed by the Administrative Agent, the Borrower and the Deposit Account Bank in respect of each Collection Account, in form and substance reasonably satisfactory to the Administrative Agent.

“Documents” shall have the meaning assigned to it in Section 9.19.

“Dollars” or “$” means dollars in lawful currency of the United States of America.

“Dutch Security Documents” means Dutch law pledge over inventory of PMI held in in the Netherlands and Dutch law landlord/warehouse agreement with third party landlord/warehouse holding inventory.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, (iv) any Person (other than a natural person) that is acquiring such Lender or all or substantially all of such Lender’s loan portfolio, and (v) any other Person (other than a natural person) approved by Administrative Agent); provided that, notwithstanding the foregoing, (x) “Eligible Assignee” shall not include any Defaulting Lender, any Borrower or any of the Borrowers’ Affiliates or Subsidiaries and (y) no proposed assignee intending to assume all or any portion of the Revolving Credit Commitment shall be an Eligible Assignee unless such proposed assignee has been approved as an Eligible Assignee by the Administrative Agent.

“English Debenture” means the English law governed first ranking all assets debenture entered into on or about the Closing Date by PM(UK) and the Administrative Agent.

“English Insolvency Event” means, in relation to any English Subsidiary that is a Loan Party, (a)(i) it is or becomes unable or admits inability to pay its debts as they fall due, (ii) is deemed to or is declared to be unable to pay its debts under applicable law, (iii) suspends or threatens in writing to suspend making payments on any of its debts (as part of a general suspension of debts), or (iv) by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally (excluding the Administrative Agent and any Lender in its capacity as such) with a view to rescheduling any of its indebtedness or a moratorium is declared in respect of any of its indebtedness; (b) any corporate action, legal proceedings or other formal legal procedure or steps are taken in relation to (i) the suspension of payments generally, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any such entity, (ii) a composition, compromise, assignment or similar arrangement with any creditor of any such entity by reason of actual or anticipated financial difficulties, (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any such entity or any of such entity’s assets, or (iv) enforcement of any Liens over any assets of any such entity, or any analogous procedure or step is taken in any jurisdiction; provided that this clause (b) shall not apply to any legal proceeding or other formal procedure or step which is frivolous or vexatious or is discharged, stayed or dismissed within 14 days of commencement; and (c) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of its assets (and is not discharged within 14 days).

| -9- |

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“English Security Documents” means together (a) the English Debenture; (b) the English Share Charge and (c) any mortgage, debenture, charge, pledge, security agreement, document or instrument governed by English law to provide security for any or all of the Obligations as each such English Security Document is amended, restated, supplemented or otherwise modified from time to time.

“English Share Charge” means the English law governed first ranking share charge in respect of 100% of the entire issued share capital of PM(UK) entered into on or about the Closing Date by PMA and the Administrative Agent.

“English Subsidiaries” means (a) PM(UK) and (b) any other Subsidiary incorporated in England & Wales (each, individually, an “English Subsidiary”).

“Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Entity relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters concerning exposure to Hazardous Materials.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (i) any actual or alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous Materials, (iv) the release or threatened release of any Hazardous Materials or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Cure” shall have the meaning assigned to it in Section 7.01(t).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law, including any rules or regulations promulgated thereunder. Any reference to any provision of ERISA shall also be deemed to be a reference to any successor provision or provisions thereof.

“Erroneous Payment” shall have the meaning assigned to it in Section 8.13(a).

“Erroneous Payment Deficiency Assignment” shall have the meaning assigned to it in Section 8.13(d).

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“Erroneous Payment Impacted Class” shall have the meaning assigned to it in Section 8.13(d).

“Erroneous Payment Return Deficiency” shall have the meaning assigned to it in Section 8.13(d).

“Erroneous Payment Subrogation Rights” shall have the meaning assigned to it in Section 8.13(d).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” shall have the meaning assigned to it in Section 7.01.

“Excess Cash Flow” means the amount (if any) equal to the monies standing to the credit of the Collection Accounts as of any date of determination minus $350,000.00.

“Exchange Act” shall have the meaning assigned to it in the definition of “Change in Control”.

“Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans.

“Exposure Percentage” means with respect to any Lender at any time, a percentage, the numerator of which shall be such Lender’s Exposure, and the denominator of which shall be the aggregate Exposure of all Lenders.

“First Bridge Note” shall have the meaning ascribed to it in the recitals hereof.

“First Bridge Note Issuer” shall have the meaning ascribed to it in the recitals hereof.

“Fiscal Month” means any of the monthly accounting periods of the Borrower.

“Fiscal Quarter” means any of the quarterly accounting periods of the Borrower, ending on March 31, June 30, September 30, and December 31 of each year.

“Fiscal Year” means any of the annual accounting periods of the Borrower, ending on March 31 of each year.

“GAAP” means, in relation to any Person at any time, the generally accepted accounting principles in effect in the United States of America set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, applied on a basis consistent with the most recent audited financial statements of such Person (except for changes approved by the auditors of such Person) and, in relation to each English Subsidiary, the generally accepted accounting principles in the United Kingdom.

| -11- |

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“Governmental Entity” means any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal, or other instrumentality of any government, whether federal, state, or local, domestic or foreign.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) PM(UK); (b) PMI; (c) Perfect Moment USA Inc., a Delaware corporation; (d) PMA; and (e) all other existing and future direct and indirect Material Subsidiaries of the Borrower.

“Guaranty Agreement” means the Guaranty Agreement in favor of the Administrative Agent executed by the Guarantors of even date herewith, either as originally executed or as it may be from time to time supplemented, modified, reviewed, extended or restated.

“Hazardous Materials” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Hong Kong Insolvency Event” means, in relation to PMA, (a) it is or becomes unable or admits inability to pay its debts as they fall due or is deemed to or is declared to be unable to pay its debts under applicable law, suspends or threatens in writing to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with its creditors generally (excluding the Administrative Agent and any Lender in its capacity as such) with a view to rescheduling any of its indebtedness or a moratorium is declared in respect of any of its indebtedness; (b) any corporate action, legal proceedings or other procedure or steps are taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any such entity, (ii) a composition, compromise, assignment or arrangement with any creditor of any such entity, (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any such entity or any of such entity’s assets, or (iv) enforcement of any Liens over any assets of any such entity, or any analogous procedure or step is taken in any jurisdiction; provided that this clause (b) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement; and (c) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of its assets (and is not discharged within 30 days).

| -12- |

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“Hong Kong Share Security Agreement” means the Hong Kong law governed first ranking share security agreement in respect of 100% of the issued shares of PMA entered into on or about the Closing Date by the Borrower as security provider and the Administrative Agent as administrative agent.

“Indemnitee” shall have the meaning assigned to it in Section 9.17.

“Intellectual Property” shall mean, with respect to any Person, all patents, patent applications, trademarks, trade names, trade styles, trade dress, service marks, logos, slogans, domain names, business names, other business identifiers, and all goodwill associated therewith, copyrights, industrial designs, rights in technology, trade secrets, know-how and processes, inventions, plans, compositions, formulae, designs, drawings, specifications, customer lists, databases and data, and computer hardware and software, all applications, registrations and licenses therefor, and all renewals and extensions thereof.

“Inventory” shall mean “inventory” as defined in Article 9 of the UCC.

“Investment” means any investment in any Person, whether by means of purchase or acquisition of obligations or securities of such Person, capital contribution to such Person, loan or advance to such Person, making of a time deposit with such Person, Guarantee or assumption of any obligation of such Person or otherwise.

“Key Person” means each of: (i) Jane Gottschalk, (ii) Chath Weerasinghe and (iii) Max Gottschalk.

“Key Person Cure Period” means a period of thirty (30) days from the resignation, termination of employment or cessation of usual role of a Key Person.

“Key Person Event” means if any two of three Key Persons resign, are terminated of employment or otherwise cease his or her usual role with the Borrower or any of its Subsidiaries, as determined by the Administrative Agent, in its sole and absolute discretion.

“Legal Reservations” means, with respect to each of PM(UK) and PMA: (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, liquidation, reorganization, moratorium, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitations laws (including the UK Limitation Act 1980, the UK Foreign Limitation Periods Act 1984 and the Limitation Ordinance (Cap. 347 of the laws of Hong Kong)), the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defenses of set-off or counterclaim; (c) provisions of a contract being invalid or unenforceable for reasons of oppression, undue influence or (in the case of default interest) representing a penalty; (d) the unavailability of, or limitation on the availability of a particular right or remedy because of equitable principles of general application; (e) the principle that the legality, validity, binding nature or enforceability of any Lien which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under the relevant Loan Documents is situated may be flawed; (f) the principle that the creation or purported creation of a Lien over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which such security has been granted; (g) similar principles, rights and defenses under the laws of any jurisdiction of establishment, formation or incorporation of any Loan Party; and (h) any other matters which are set out as qualifications or reservations as to matters of law in legal opinions delivered to the Administrative Agent pursuant to requirements of this Agreement.

| -13- |

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“Lenders” shall have the meaning ascribed to it in the preamble hereof.

“Lender Board Observer” shall have the meaning assigned to it in Section 9.06.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Borrower shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” shall mean any Revolving Credit Advance hereunder, and “Loans” shall refer collectively to any one or more Revolving Credit Advances.

“Loan Documents” means this Agreement, the Revolving Credit Note, the Security Agreement, the English Security Documents, the Swiss Security Documents, the Share Pledge Agreements, the Dutch Security Documents, the Guaranty Agreement, any Deposit Account Control Agreement and any other document evidencing, guaranteeing or securing the Loans.

“Loan Parties” means, collectively, the Borrower and the Guarantors, and “Loan Party” means the Borrower or any Guarantor, individually.

“Margin Stock” means “margin stock” as defined in Regulations G, T, U or X of the Board of Governors of the Federal Reserve System, as in effect from time to time, together with all official rulings and interpretations issued thereunder.

“Material Adverse Effect” means, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (i) the legality, validity, performance or enforceability of any of the Loan Documents or any of the transactions contemplated hereby or thereby, (ii) the properties, business, operations or financial condition of the Loan Parties, taken as a whole, (iii) the rights and remedies of the Administrative Agent and Lenders under the Loan Documents or the ability of the Loan Parties, taken as a whole, to fulfill any obligation under any of the Loan Documents, or (iv) the aggregate value of the Collateral or the rights of the Administrative Agent and Lenders in the Collateral.

“Material Agreements” shall mean (i) all agreements, indentures or notes governing the terms of any Debt, in each case in excess of $500,000, (ii) all employment and non-compete agreements with management, (iii) all leases of real estate and (iv) all other agreements, documents, contracts, indentures and instruments pursuant to which (A) any Loan Party or any of its Subsidiaries are obligated to make payments in any twelve month period of $500,000 or more, (B) any Loan Party or any of its Subsidiaries expects to receive revenue in any twelve month period of $500,000 or more and (C) a default, breach or termination thereof could reasonably be expected to result in a Material Adverse Effect.

| -14- |

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“Material Subsidiary” means (i) any direct or indirect Subsidiary of Borrower the total assets of which exceed eight percent (8.0%) of the Consolidated Assets or (ii) any other Subsidiary of Borrower which is designated by Borrower as a Material Subsidiary from time to time.

“Maturity Date” means March 30, 2028.

“Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

“New Lender” means a Lender who assumes a portion of the Aggregate Revolving Commitment Amount by assignment (or participation) and makes the New Lender Equity Investment.

“New Lender Equity Investment” means an equity investment in the Borrower in an amount of not less than $2,000,000 at a price per share equal to $0.33.

“New Lender Warrants” shall have the meaning assigned to it in Section 9.07(b).

“New York Share Pledge Agreement” means the New York law governed first ranking share pledge agreement in respect of 100% of the capital stock of Perfect Moment USA Inc. entered into on or about the Closing Date by the Borrower as pledgor and the Administrative Agent as pledgee.

“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all or all affected Lenders in accordance with the terms of Section 9.04(b) and (ii) has been approved by the Required Lenders.

“Notice of Borrowing” shall have the meaning assigned to it in Section 2.03(a).

“Obligations” means all indebtedness, obligations and liabilities to the Administrative Agent and any Lender (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, administration, English Insolvency Event, Hong Kong Insolvency Event, or like proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) existing on the date of this Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, of the Loan Parties under this Agreement, the Revolving Credit Note or any other Loan Document.

| -15- |

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“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Operating Lease” means any lease of property by a Person as lessee that is required by GAAP to be classified and accounted for as an operating lease.

“Original Jurisdiction” means, in relation to a Loan Party, the jurisdiction under whose laws such Loan Party is incorporated or organized as of the Closing Date or, in the case of a Person that becomes a Loan Party after the Closing Date, as of the date on which such Person becomes a Loan Party.

“Original Warrants” shall have the meaning assigned to it in Section 9.07(c).

“Paid in Full” or “Payment in Full” shall mean (i) the indefeasible payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the indefeasible payment in full in cash of all other Obligations (other than contingent indemnification obligations for which no claim has been made and other obligations expressly stated to survive the payment and termination of this Agreement) and (iii) the termination of all Revolving Credit Commitments.

“Parallel Debt” shall have the meaning assigned to it in Section 8.14(b).

“Participant” shall have the meaning assigned to it in Section 9.05(d).

“Participant Register” shall have the meaning assigned to it in Section 9.05(d).

“Payment Office” shall mean the office of the Administrative Agent located at 3033 Excelsior Boulevard, Suite 343, Minneapolis, MN 55416, U.S.A., or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the Lenders.

“Payment Recipient” shall have the meaning assigned to it in Section 8.13(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Perfection Requirements” means the delivery of physical possession, the granting of control, the making or the procuring of the appropriate registrations, filings, endorsements, notarization, stampings and/or notification of the Loan Documents and/or Liens and other security interests created thereunder (and payment of any associated fees, costs or expenses).

“Permitted Encumbrances” means each of the following:

(a) any Lien arising out of an Operating Lease and/or Capital Lease of machinery or equipment incurred in the ordinary course of business;

(b) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by the foregoing clauses (a) of this definition, provided that (i) such Debt is not secured by any additional assets and (ii) the amount of such Debt secured by any such Lien is not increased;

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(c) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty (60) days or, if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(d) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;

(e) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(f) any attachment or judgment Lien not constituting an Event of Default;

(g) customary rights of setoff, revocation, refund or chargeback under deposit agreements or under the UCC of banks or other financial institutions where any Loan Party maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

(h) Liens that arise in favor of banks under Article 4 of the UCC on items in collection and the documents relating thereto and proceeds thereof;

(i) Liens arising from the filing (for notice purposes only) of UCC-1 financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) in respect of true leases otherwise permitted hereunder;

(j) with respect to any Properties occupied by the Loan Parties, (i) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof, and (ii) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of the Administrative Agent for the benefit of the Lenders;

(k) (i) non-exclusive licenses and sublicenses granted by the Loan Parties and leases and subleases (by the Loan Parties as lessor or sublessor), in each case, to third parties for fair value in the ordinary course of business and not interfering in any material respect with the business of the loan parties, and (ii) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;

(l) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent permitted hereunder;

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(m) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition);

(n) Liens solely on any cash earnest money deposits made by the Borrowers or any of their Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(o) Liens (including Liens on deposits or cash collateral) securing the Debt permitted under Sections 6.04(e) and (m); and

(p) Liens in favor of the Administrative Agent for the benefit of the Lenders.

“Permitted Investment” means each of the following:

(a) Investments consisting of Cash Equivalents;

(b) Investments consisting of the extension of trade credit, the creation of prepaid expenses and the purchase of inventory, supplies, equipment and other assets, in each case by the Loan Parties in the ordinary course of business;

(c) Investments (including equity securities and debt obligations) of the Loan Parties received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(d) without duplication, Investments consisting of intercompany Debt permitted hereunder;

(e) Investments existing as of the Closing Date and described on Schedule 6.06;

(f) Investments of any Loan Party under hedging agreements entered into in the ordinary course of business to manage existing or anticipated interest rate risks and not for speculative purposes;

(g) Investments in a Loan Party;

(h) joint ventures with non-affiliated Persons that are made on a cash-free, debt-free basis to a Loan Party;

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(i) promissory notes and other noncash consideration received in connection with dispositions permitted hereunder;

(j) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(k) Guarantees in respect of leases (other than Capital Leases) or of other obligations of a Loan Party that do not constitute Debt, in each case entered into in the ordinary course of business;

(l) Investments held by a Loan Party acquired after the Closing Date or of a corporation or company merged into a Loan Party, in each case expressly permitted hereunder, after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; or

(m) Investments existing on the Closing Date consisting of the ownership of stock, equity interests or other ownership interests of Perfect Moment Netherlands B.V. by PMI.

“Permitted Restricted Payments”

(a) the Borrower may declare and make dividend payments or other distributions payable solely in its capital stock; or

(b) the Borrower may, in good faith, pay for the repurchase, retirement or other acquisition or retirement for value of capital stock of it held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower, provided that such payments do not, in the aggregate, exceed, in any Fiscal Year, $250,000 (with unused amounts in a calendar year being carried over to the next succeeding calendar year but not thereafter); provided further that cancellation of Debt owing to the Borrower from members of management of the Borrower, in connection with a repurchase of capital stock of the Borrower will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement.

“Person” means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Entity.

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“Plan” means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of any member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“PMA” means Perfect Moment Asia Limited, a company incorporated in Hong Kong with business registration number 59787570.

“PMI” means Perfect Moment International AG, a Swiss company limited by shares.

“PM(UK)” means Perfect Moment (UK) Limited, a private limited company incorporated in England & Wales with company number 10883556.

“Prepaid Goods” means (i) finished goods inventory owned by the Borrower or any Subsidiary that is in transit to, or awaiting shipment to, the Borrower or such Subsidiary from a third-party manufacturer, and (ii) without duplication of clause (i), advance deposits or prepayments made to such third-party manufacturers for finished goods that are subject to binding purchase orders and scheduled for delivery.

“Properties” means all real property owned, leased or otherwise occupied by the Borrower, wherever located.

“Pro Rata Share” shall mean a percentage, the numerator of which shall be such Lender’s Revolving Credit Commitments, and the denominator of which shall be the sum of all Revolving Credit Commitments of all Lenders.

“Redeemable Preferred Stock” of any Person means any preferred stock issued by such Person which is at any time prior to the Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof.

“Registration Rights Agreement” means that certain Registration Rights Agreement of even date herewith among the Borrower and the Lenders (each in their capacity as an Investor (as defined therein)), either as originally executed or as it may be from time to time supplemented, modified, reviewed, extended or restated.

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the managers, administrators, trustees, partners, directors, officers, employees, agents, advisors or other representatives of such Person and such Person’s Affiliates.

“Replacement Lender” shall have the meaning assigned to it in Section 2.15.

“Reportable Event” has the meaning given such term in Section 4043(b) of Title V of ERISA.

“Required Lenders” shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Credit Commitments at such time; provided that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Credit Commitments shall be excluded for purposes of determining Required Lenders.

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“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means (i) any dividend or other distribution on any shares of the capital stock of any Person (except dividends payable solely in shares of its capital stock) or (ii) any payment on account of the purchase, redemption, retirement or acquisition of (a) any shares of such Person’s capital stock (except shares acquired upon the conversion thereof into other shares of its capital stock) or (b) any option, warrant or other right to acquire shares of such Person’s capital stock. For the avoidance of doubt, “guaranteed payments” as defined in Section 707(c) of the Code do not constitute Restricted Payments.

“Revolving Credit Advance” means any advance by the Administrative Agent on behalf of the Lenders under the Revolving Credit Commitment.

“Revolving Credit Commitment” shall mean, with respect to each Lender on any date, the commitment of such Lender on such date to make Loans to the Borrower in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule I, or, in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned “Revolving Credit Commitment” as provided in the Assignment and Acceptance executed by such Person as an assignee, or the joinder executed by such Person, in each case as such commitment may subsequently be increased or decreased pursuant to the terms hereof.

“Revolving Credit Note” shall mean each promissory note of the Borrower payable to a Lender evidencing the maximum principal indebtedness of the Borrower to such Lender under the Revolving Credit Commitments, either as originally executed or as it may be from time to time supplemented, modified, amended, reviewed or extended.

“Sanctioned Country” means, at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions (which as of the Closing Date includes Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine

“Sanctioned Person” means, at any time, (a) any Person that is the subject or target of any Sanctions, (b) any Person located, organized, incorporated, operating or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or any authority in the United Kingdom or (c) any other relevant sanctions authority.

“Second Bridge Note” shall have the meaning ascribed to it in the recitals hereof.

“Second Bridge Note Issuers” shall have the meaning ascribed to it in the recitals hereof.

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“Security Agreement” means that certain General Security Agreement of even date herewith between the Borrower, the Guarantors party thereto and the Administrative Agent, either as originally executed or as it may be from time to time supplemented, modified, reviewed, extended or restated.

“Senior Officer” means the chairman of the board of directors, the chief executive officer, the president or the chief financial officer of the Borrower.

“Share Pledge Agreements” means the English Share Charge, the Hong Kong Share Security Agreement, the New York Share Pledge Agreement and the Swiss Share Pledge Agreement, and each such agreement, a “Share Pledge Agreement”.

“Specified Contribution” means, for any Fiscal Month, any cash proceeds of a sale or issuance of the Borrower’s capital stock after the Closing Date which proceeds are used with respect to the exercise of an Equity Cure.

“Specified Financial Covenants” shall have the meaning assigned to it in Section 7.01.

“Subsidiary” of a Person means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person and shall include a “subsidiary” within the meaning of section 1159 of the Companies Act 2006 (UK). Unless otherwise indicated, all references herein to Subsidiaries refer to Subsidiaries of the Borrower.

“Swiss Bank Account Pledge Agreement” means the Swiss law governed bank account pledge agreement in respect of bank accounts of PMI located in Switzerland entered into on or about the Closing Date by PMI as pledgor and the Administrative Agent as pledgee.

“Swiss Security Documents” means the Swiss Bank Account Pledge Agreement, the Swiss Share Pledge Agreement, all other documents contemplated thereunder and all security documents governed or expressed to be governed by the laws of Switzerland.

“Swiss Share Pledge Agreement” means the Swiss law governed first ranking share pledge agreement in respect of 100% of the capital stock of PMI entered into on or about the Closing Date by the Borrower as pledgor and the Administrative Agent as pledgee.

“Swiss Federal Tax Administration” means the tax authorities referred to in Article 34 of the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer, SR 642.21).

“Swiss Withholding Tax” means the tax levied pursuant to the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetzüber die Verrechnungssteuer, SR 642.21), together with the related ordinances, regulations, and guidelines, all as amended and applicable from time to time.

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“Twelve-Month Average Revenue” shall have the meaning assigned to it in Section 6.21(a).

“UCC” means the Uniform Commercial Code (or any successor statute), as adopted and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any of the Collateral, the Uniform Commercial Code (or any successor statute) of such state. Any term used in this Agreement and in any financing statement filed in connection herewith which is defined in the UCC and not otherwise defined in this Agreement or in any other Loan Documents has the meaning given to such term in the UCC.

“UK” and “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland and, as the context requires, England & Wales.

“UK Anti-Money Laundering and Anti-Terrorism Legislation” means the Terrorism Act 2000 (UK), the Proceeds of Crime Act 2002 (UK) and any similar English legislation, together with all rules, regulations and interpretations thereunder or related thereto.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undrawn Commitment” means, with respect to any Lender at any time, an amount equal to the difference between the Revolving Credit Commitment of such Lender and the outstanding principal amount of Loans advanced by such Lender.

“Undrawn Commitment Percentage” means, with respect to any Lender at any time, a percentage, the numerator of which shall be such Lender’s Undrawn Commitment, and the denominator of which shall be the sum of all Undrawn Commitments of all Lenders.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended from time to time, or any successor law, including any rules or regulations promulgated thereunder.

“Warrants” means, collectively, the New Lender Warrants and the X3 Warrants.

“Write-Down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“X3” shall have the meaning set forth in the Recitals.

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“X3 Warrants” shall have the meaning assigned to it in Section 9.07(c).

Section 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all terms of an accounting character used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower delivered to the Administrative Agent.

Section 1.03. References. Except as otherwise expressly provided in this Agreement: the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including any exhibit hereto which is a part hereof, and not to any particular Section, Article, paragraph or other subdivision; the singular includes the plural and the plural includes the singular; “or” is not exclusive; the words “include,” “includes” and “including” are not limiting; a reference to any agreement or other contract includes past and future permitted supplements, amendments, modifications and restatements thereto or thereof; a reference to an Article, Section, paragraph or other subdivision is a reference to an Article, Section, paragraph or other subdivision of this Agreement; a reference to any law includes any amendment or modification to such law and any rules and regulations promulgated thereunder; a reference to a Person includes its permitted successors and assigns; any right may be exercised at any time and from time to time; a reference to any law, regulation, legal term, legal step or process, insolvency practitioner, insolvency step or process, regulatory body or tax in a jurisdiction shall include a reference to the analogous law, regulation, legal term, legal step or process, insolvency practitioner, insolvency step or process, regulatory body or tax in any other jurisdiction applicable to the parties hereto; a reference in any Loan Document to Administrative Agent acting as the ‘agent’ for, on behalf of or for the benefit of, the Lenders shall be deemed to include Administrative Agent acting in its capacity as trustee in respect of any Collateral governed by the laws of England & Wales or Hong Kong granted in favor of Administrative Agent and the Lenders; and, except as otherwise expressly provided therein, all obligations under any agreement or other contract are continuing obligations throughout the term of such agreement or contract. Unless otherwise specified, all references herein to times of day shall be references to Eastern Standard Time (daylight or standard, as applicable).

Section 1.04. Currency Equivalents Generally. Any amount specified in this or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars (including, for the avoidance of doubt, for the calculation of the amount of Debt, any financial covenants or any components thereof), such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of such currency with Dollars. The “Spot Rate” for a currency means the rate determined by the Administrative Agent (in its sole and absolute discretion) to be the spot rate for purchase of such currency with another currency two (2) Business Days prior to the date of such determination.

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ARTICLE II. THE CREDITS

Section 2.01. Revolving Credit Commitment. Each Lender severally agrees, on the terms and conditions set forth herein, to make Revolving Credit Advances to the Borrower (to the extent of such Lender’s Revolving Credit Commitment) from time to time before the Maturity Date, in each case in an amount equal to such Lender’s Undrawn Commitment Percentage of the Revolving Credit Advance requested by Borrower; provided that, immediately after each such Revolving Credit Advance is made, the aggregate principal amount of outstanding Revolving Credit Advances shall not exceed the Aggregate Revolving Commitment Amount; provided further, that no Lender other than X3 shall be required to make Revolving Credit Advances prior to June 15, 2026. The Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.08, prepay Revolving Credit Advances and reborrow under this Section 2.01 at any time before the Maturity Date provided that the Borrower may not borrow or reborrow should there exist a Default or Event of Default. The Lenders shall have no obligation to advance funds in excess of the amount of the Aggregate Revolving Commitment Amount or to make Revolving Credit Advances after the Maturity Date.

Section 2.02. Initial Revolving Credit Advance. On the Closing Date, the aggregate outstanding principal amount of the Bridge Notes, together with all accrued and unpaid interest on the Bridge Notes, will be repaid with the proceeds from the initial Revolving Credit Advance made by X3 under this Agreement in a principal amount of $5,089,960.00.

Section 2.03. Procedure for Borrowing.

(a) With respect to each Revolving Credit Advance, the Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) prior to 11:00 a.m. on the day that is three (3) Business Days prior to the requested date of such Revolving Credit Advance, specifying:

(i) the date of such Revolving Credit Advance, which shall be a Business Day, and

(ii) the principal amount of such Revolving Credit Advance.

(b) A Notice of Borrowing, once given, shall be irrevocable. The Administrative Agent shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been given by a duly authorized officer or employee of the Borrower and any Revolving Credit Advance made by the Administrative Agent based on such telephonic notice shall, when sent by wire transfer to a deposit account of the Borrower pursuant to the wiring instructions provided by the Borrower and the bank at which the Borrower maintains such deposit account, be a Revolving Credit Advance for all purposes hereunder. Not later than 2:00 p.m. on the date specified for the Revolving Credit Advance in the Notice of Borrowing (subject to fulfillment of the applicable conditions precedent set forth in Article IV), the Administrative Agent shall wire the amount of such Revolving Credit Advance to the Borrower’s deposit account pursuant to the wiring instructions provided by the Borrower and the bank at which the Borrower maintains such deposit account.

(c) Notwithstanding anything to the contrary contained in this Agreement, no Revolving Credit Advance may be made (i) during a Cash Sweep Period, (ii) if a Key Person Event shall have occurred and until such Key Person Event has been either (1) remedied by the appointment of a successor with similar industry experience, reputation and expertise for such Key Person which has been approved in writing by the Administrative Agent (with the approval of the Required Lenders) or (2) waived by the Administrative Agent (with the approval of the Required Lenders) or (iii) if a Default or an Event of Default shall have occurred, which Default or Event of Default shall not have been cured or waived.

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(d) Promptly following the receipt of a Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the requested Revolving Credit Advance. Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 11:00 a.m. to the Administrative Agent at the Payment Office.

(e) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a Revolving Credit Advance in which such Lender is to participate that such Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Credit Advance, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Revolving Credit Advance, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Revolving Credit Advance. Nothing in this paragraph shall be deemed to relieve any Lender from its obligation to fund its Undrawn Commitment Percentage of any Revolving Credit Advance hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Section 2.04. Revolving Credit Notes. All Revolving Credit Advances under the Revolving Credit Commitment shall be evidenced by a Revolving Credit Note, in form and content satisfactory to the Administrative Agent, payable to the applicable Lender for the account of its Applicable Lending Office in an amount equal to the original principal amount of such Lender’s Revolving Credit Commitment, the terms of which are incorporated by reference. A Lender shall record, and prior to any transfer of a Revolving Credit Note shall endorse on the schedule forming a part thereof appropriate notations to evidence, the date and amount of each Revolving Credit Advance made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and such recordations and endorsements shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Revolving Credit Note; provided that the failure of a Lender to make any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Revolving Credit Note. Each Lender is hereby irrevocably authorized by the Borrower to endorse its Revolving Credit Note and to attach to and make a part of its Revolving Credit Note a continuation of any such schedule as and when required.

Section 2.05. Repayment of Loans. All outstanding principal of the Revolving Credit Advances under the Revolving Credit Commitment, and any unpaid accrued interest, shall be due and payable on the Maturity Date.

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Section 2.06. Interest.

(a) Each Revolving Credit Advance shall bear interest on the outstanding principal amount thereof, for each day from the date such Revolving Credit Advance is made until it becomes due, at a rate per annum equal to 12.0%.

(b) Interest on the Loans shall be payable monthly in arrears on the last calendar day of each calendar month, commencing in March 2026, and at maturity (whether by acceleration or otherwise). Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Default Rate.

Section 2.07. Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders, a commitment fee (the “Commitment Fee”), which shall accrue, as of each day during the period from and including the Closing Date to but excluding the date on which the Revolving Credit Commitment terminates, at the rate of 1.50% per annum on the then daily amount of the difference of the Revolving Credit Commitment minus the aggregate outstanding amount of all Revolving Credit Advances. The accrued Commitment Fee shall be payable monthly in arrears on the last calendar day of each calendar month, commencing in March 2026, and at maturity (whether by acceleration or otherwise).

Section 2.08. Optional Prepayments. The Borrower may prepay the Revolving Credit Advances in whole or in part at any time by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided that any prepayment of the Revolving Credit Advances shall be in a minimum principal amount of $250,000 or a whole multiple of $50,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent) or, if less, the entire principal amount of the Revolving Credit Advances then outstanding. The Borrower shall give written notice (or telephonic notice promptly confirmed in writing) to the Lender no later than 11:00 a.m. not less than three (3) Business Days prior to the date of any such prepayment. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Exposure Percentage of any such prepayment.

Section 2.09. Mandatory Prepayments.

(a) Unless otherwise expressly approved by the Administrative Agent, the Borrower shall apply, immediately upon receipt, 100% of the net cash proceeds of (i) any asset sales or other dispositions of property not in the ordinary course of business and (ii) insurance and condemnation recoveries and other extraordinary payments with respect to the Collateral to the prepayment of the Loans; provided that the Borrower may, if no Event of Default has occurred and is continuing, elect to retain such net cash proceeds provided that the Borrower uses such net cash proceeds to purchase inventory or raw materials to be used to make inventory or reinvests such net cash proceeds to replace any equipment or machinery sold or damaged with equipment or machinery of reasonably equivalent utility within one hundred and eighty (180) days of the receipt of such net cash proceeds. If the Borrower has not reinvested such net cash proceeds by the end of such one hundred and eighty (180) day period or if an Event of Default occurs prior to any such reinvestment, such net cash proceeds shall immediately be paid by the Borrower to the Administrative Agent.

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(b) At any time when a Default or Event of Default shall have occurred and be continuing, the Borrower shall apply, immediately upon receipt, 100% of net cash proceeds from the issuance or incurrence of any equity (other than the New Lender Equity Investment or any other issuance of equity expressly permitted under this Agreement) or Debt (other than proceeds of Debt permitted pursuant to Section 6.04 hereof) by the Borrower or any of its Subsidiaries to the prepayment of the Loans.

(c) On the first Business Day of each month during a Cash Sweep Period, the Borrower shall apply 100% of the Excess Cash Flow to the prepayment of the Loans.

(d) If at any time the aggregate Revolving Credit Advances made by all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to clause (e) below, the Borrower shall immediately repay the Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount.

(e) Any prepayments made by the Borrower pursuant to this Section 2.09 shall, in each case, be applied as follows: (i) first, to all reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, (ii) second, to all reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective pro rata shares of such reimbursable expenses, (iii) third, to interest and fees then due and payable hereunder pro rata to the Lenders based on their respective pro rata shares of such interest and fees, (iii) fourth, to the outstanding principal balance of the Revolving Credit Advances pro rata to the Lenders based on their respective Exposure Percentages, with a corresponding permanent reduction of the Revolving Credit Commitments; provided, that there shall be no corresponding permanent reduction of the Revolving Credit Commitments with respect to prepayments made by the Borrower pursuant to clause (c) and (d) above.

Section 2.10. General Provisions Concerning Payments.

(a) All payments of principal of, or interest on, the Revolving Credit Note shall be made in Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim, to the Administrative Agent not later than 2:00 p.m. Funds received after 2:00 p.m. shall be deemed to have been paid on the next following Business Day. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except that payments pursuant to Sections 3.02, 3.03 and 9.17 shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

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(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied as follows: first, to all fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective pro rata shares of such fees and expenses; third, to all interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; and fourth, to all principal of the Loans then due and payable hereunder, pro rata to the parties entitled thereto based on their respective Exposure Percentage of such principal.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Exposure and accrued interest and fees thereon than the proportion received by any other Lender with respect to its Exposure, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Credit Commitment of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders in accordance with their respective Exposure Percentage; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Commitment to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.11. Computation of Interest and Fees. All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination.

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Section 2.12. [Reserved].

Section 2.13. Default Rate. In addition to all other rights contained in the Loan Documents, if an Event of Default occurs and for so long as such Event of Default is continuing, the principal amount of all outstanding Obligations may, at the Administrative Agent’s option (or shall, automatically, upon acceleration), bear interest at the Default Rate. The Default Rate shall apply from such election or acceleration until the earlier of (a) such Obligations or any judgment thereon is paid in full or (b) such Event of Default has been waived and is no longer continuing.

Section 2.14. USA Patriot Act Notice. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person who opens an account. For purposes of this Section, account shall be understood to include loan accounts.

Section 2.15. Replacement of Lenders. If any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Defaulting Lender or Non-Consenting Lender, as applicable, to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 9.05(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.02 or 3.03, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender) (a “Replacement Lender”); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), and (iii) in the case of a Non-Consenting Lender, each Replacement Lender shall have provided its consent to such amendment, modification, waiver or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, a Lender that acts as the Administrative Agent may not be replaced under this Section.

Section 2.16. Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and in Section 9.04.

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii) Each Defaulting Lender shall be entitled to receive the Commitment Fee pursuant to Section 2.07 for any period during which that Lender is a Defaulting Lender only to the extent allocable to the outstanding principal amount of the Loans funded by it.

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.17. Minimum Interest (Switzerland).

(a) When entering into this Agreement, the parties hereto have assumed in bona fide that the interest payments are minimum interest payments not subject to any Swiss Withholding Tax.

(b) Notwithstanding paragraph (a) above, should any deduction or withholding be required under Swiss law then the applicable interest rate in relation to that interest payment shall be:

(i) the interest rate which would have applied to that interest payment as provided for in Section 2.06 in the absence of this Section 2.17;

divided by:

(ii) one minus the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made (where the rate at which the relevant deduction or withholding of Swiss Withholding Tax is required to be made is for this purpose, expressed as a fraction of one rather than as a percentage),

and that Loan Party shall:

(iii) pay the relevant interest at the adjusted rate in accordance with this Section 2.17; and

(iv) make the deduction or withholding of Swiss Withholding Tax on the interest so recalculated.

(c) To the extent that any amount payable by a Loan Party under any Loan Document becomes subject to Swiss Withholding Tax, the Administrative Agent and each relevant Loan Party shall promptly cooperate by completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary (i) for the relevant Loan Party to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax (or, as the case may be, at a treaty rate lower than the domestic tax rate) and (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded.

(d) The relevant Loan Party shall provide the Administrative Agent with such documents and information required for applying for a refund of such Swiss Withholding Tax. In the event Swiss Withholding Tax is refunded to the Administrative Agent or a Lender by the Swiss Federal Tax Administration, the Administrative Agent or the relevant Lender shall forward, after deduction of costs, such amount to the relevant Loan Party, unless a Default or an Event of Default has occurred. Nothing in this Section 2.17 shall interfere with Administrative Agent’s right to arrange its tax affairs in whatever manner it thinks fit and, without limiting the foregoing, the Administrative Agent shall be under no obligation to claim any Swiss Withholding Tax refund in priority to any other claims, reliefs, credits or deductions available to it.

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ARTICLE III. Change in Circumstances

Section 3.01. Illegality. If, after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (any such authority, bank or agency being referred to as an “Authority” and any such event being referred to as a “Change of Law”), or compliance by the Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority shall make it unlawful or impossible for such Lender (or its Applicable Lending Office) to make, maintain or fund its Loans and such Lender shall so notify the Administrative Agent and Borrower, then until such Lender notifies the Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist the obligation of such Lender to make Loans shall be suspended. Before giving any notice pursuant to this paragraph, such Lender shall designate a different Applicable Lending Office if able to do so and if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 3.02. Increased Cost and Reduced Return.

(a) If after the date hereof, a Change of Law or compliance by a Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Authority:

(i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Loans, its Revolving Credit Note or its obligation to make or maintain Loans, or shall change the basis of taxation of payments to such Lender (or its Applicable Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Revolving Credit Note in respect of its Loans or its obligation to make or maintain Loans (except for changes in the rate of tax on the overall net income of the Lender or its Applicable Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Applicable Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, such Lender (or its Applicable Lending Office); or

(iii) shall impose on such Lender (or its Applicable Lending Office) any other condition affecting its Loans, its Revolving Credit Note or its obligation to make or maintain Loans;

and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Revolving Credit Note with respect thereto, by an amount deemed by such Lender to be material, then, within ninety (90) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

Notwithstanding the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a Change of Law regardless of the date enacted, adopted or issued.

(b) If a Lender shall have determined that after the date hereof any Change of Law, or the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by such Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations under this Agreement with respect to any Loan to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within ninety (90) days after demand by such Lender, without duplication of any amounts required to be paid pursuant to Section 3.02(a) above, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction, provided that the Borrower shall not be required to compensate such Lender pursuant to this Section for any reduction attributable more than one hundred eighty (180) days prior to the date such Lender notifies the Borrower in writing of the reduction and such Lender’s intention to claim compensation therefor.

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(c) A Lender will promptly notify the Administrative Agent and Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis on which such amount or amounts were calculated shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

(d) The provisions of this Section shall be applicable with respect to any participant in, or assignee or other transferee of, the obligations of the Borrower hereunder to a Lender, and any calculations required by such provisions shall be made based upon the circumstances of such participant, assignee or other transferee.

Section 3.03. Taxes.

(a) Indemnification by Borrower. Except as otherwise required by law, and subject to Section 2.17, each payment by the Borrower under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower shall make the withholding, pay the amount withheld to the appropriate Governmental Entity before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by a Lender free and clear of such taxes (including such taxes on such additional amount) is equal to the amount that such Lender would have received had such withholding not been made. If a Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower shall reimburse such Lender for that payment on demand in the currency in which such payment was made. If the Borrower pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to such Lender on or before the thirtieth day after payment.

(b) Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such taxes and without limiting the obligation of the Borrower to do so) and (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 9.05(d) relating to the maintenance of a Participant Register, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Entity. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (b).

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ARTICLE IV. CONDITIONS PRECEDENT

Section 4.01. Conditions to Effectiveness. Subject to Section 6.35, this Agreement and the obligations of the Lenders to make any Loan hereunder shall not become effective until the date on which each of the following conditions precedent is satisfied (or waived in accordance with Section 9.04), in each case, in form and substance satisfactory to the Administrative Agent:

(a) receipt by the Administrative Agent of a duly executed counterpart of this Agreement signed by each of the Loan Parties and the Lenders;

(b) receipt by the Administrative Agent of the following, each of which shall be duly executed by each of the Loan Parties and their Subsidiaries which is party thereto: (i) the Revolving Credit Notes, (ii) the Security Agreement, (iii) the Guaranty Agreement, (iv) each Share Pledge Agreement, (v) the English Debenture, and (vi) all other Loan Documents (except any Swiss Security Documents to be implemented after the Closing Date to the extent required under Section 6.18(b);

(c) receipt by the Administrative Agent of a certificate dated as of the Closing Date, signed by a Senior Officer of the Borrower to the effect that (i) no Default hereunder has occurred and is continuing as of the Closing Date and (ii) the representations and warranties of the Borrower contained in Article V are true and correct in all material respects on and as of the Closing Date, except to the extent any such representations and warranties (A) are expressly limited to an earlier date, in which case, on such date, such representations and warranties shall be true and correct in all material respects on such specified earlier date or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties shall be true and correct in all respects;

(d) receipt by the Administrative Agent of all documents which the Administrative Agent may reasonably request relating to the existence of the Loan Parties, the corporate authority for and the validity of this Agreement, the Security Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation a certificate of incumbency of each such Loan Party, signed by the secretary of each such Loan Party (or, with respect to PM(UK) and PMA, a director), certifying as to the names, true signatures and incumbency of the officer or officers (or equivalent authorized signatory) of such Loan Party authorized to execute and deliver the Loan Documents to which it is a party, and certified copies of the following items: (i) such Loan Party’s articles or certificate of incorporation (or comparable formation document), (ii) such Loan Party’s bylaws or articles of association (or comparable governing document), (iii) a certificate of good standing, or nearest equivalent in the relevant jurisdiction, for such Loan Party (dated no earlier than thirty (30) days prior to the Closing Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable (if any), and (iv) records documenting the action taken by the governing body or bodies of such Loan Party authorizing such Loan Party’s execution, delivery and performance of the Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby;

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(e) receipt by the Administrative Agent of favorable UCC, tax, judgment and fixture lien search results and bankruptcy search results from such jurisdictions and offices as the Administrative Agent shall specify evidencing the priority of the Administrative Agent’s Lien under the Security Agreement over any other Liens or encumbrances on the Collateral, other than (i) Liens permitted to continue in existence after the Closing Date pursuant to Section 6.07 and (ii) Liens to be released on the Closing Date;

(f) receipt by the Administrative Agent of a duly completed and executed certificate from the chief financial officer of the Borrower, including calculations of the financial covenants set forth in Section 6.21 as of the Closing Date, calculated on a pro forma basis as if any Revolving Credit Advance to be made on the Closing Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations);

(g) a clear winding-up search at the High Court in London and a clear search at Companies House UK in respect of PM(UK);

(h) receipt by the Administrative Agent of excerpts (dated no earlier than thirty (30) days prior to the Closing Date) from the competent debt enforcement and bankruptcy offices pertaining to PMI;

(i) a clear search at each of the High Court of Hong Kong, the Official Receiver’s Office in Hong Kong and the Companies Registry in Hong Kong which does not reveal any current notice of appointment of a receiver, any currently valid order or resolution for winding-up or any current winding up order or petition for winding up in respect of PMA;

(j) [reserved];

(k) UCC-1 financing statements covering the Collateral shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect and perfect the interests and rights created or intended to be created by the Security Agreement; and all taxes, fees, and other charges in connection with the execution, delivery and filing of the Security Agreement and the financing statements shall duly have been paid;

(l) the Administrative Agent shall have completed in form and scope satisfactory thereto business, legal, financial (tax) and due diligence on the Loan Parties (including due diligence related to management, accounting policies, strategy, material customers and contracts, business prospects and organizational structure);

(m) since March 31, 2025, no event, circumstance or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect;

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(n) there shall be no material pending litigation, bankruptcy, administration or insolvency proceeding, English Insolvency Event, Hong Kong Insolvency Event, injunction, order, action, claim, investigation or proceeding (or written threat thereof) that adversely affects any transaction contemplated under the Loan Documents or that could reasonably be expected to have a Material Adverse Effect;

(o) receipt by the Administrative Agent of a certificate reasonably satisfactory thereto that as of the Closing Date the Loan Parties, on a consolidated basis, are solvent;

(p) receipt by the Administrative Agent of completed documentation to complete its regulatory “know your customer” and anti-money laundering obligations with respect to each Loan Party;

(q) in relation to PM(UK):

(i) a certified copy of its memorandum of association, articles of association, certificate of incorporation and certificate of change of name (if applicable);

(ii) a certified copy of its register of members;

(iii) a certified copy of a resolution of its board of directors:

(A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(B) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and

(C) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party;

(iv) a specimen of the signature of each person authorized by the resolution referred to above in relation to the Loan Documents and related documents;

(v) a certified copy of a resolution signed by all the holders of its issued shares, approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party;

(vi) a copy of a resolution of the board of directors of its corporate shareholder approving the terms of the resolution referred to above;

(vii) a certificate signed by a director certifying that:

(A) borrowing or guaranteeing or securing, as appropriate, under the Loan Documents would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; and

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(B) each copy document relating to it specified in this Section 4.01 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the certificate;

(viii) either (a) a certificate of a director certifying that (i) PM(UK) has complied within the relevant timeframe with any notice received pursuant to Part 21A of the Companies Act 2006 (UK) and (ii) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006 (UK)) has been issued in respect of PM(UK)’s shares, together with a copy of the records kept by the registrar of companies relating to persons with significant control in respect of PM(UK) which is certified by a director to be correct, complete and not amended or superseded as at a date no earlier than the date of the certificate; or (b) a certificate of a director confirming that PM(UK) is not required to comply with Part 21A of the Companies Act 2006 (UK);

(ix) a copy of all notices required to be sent pursuant to the English Debenture duly executed by PM(UK);

(r) in respect of PMI: (i) a true, complete and up-to-date copy PMI’s share register signed by a member of the board of directors of PMI and (ii) a true, complete and up-to-date copy of PMI’s beneficial owner register signed by a member of the board of directors of PMI;

(s) in respect of PMA: in connection with the certificate delivered pursuant to Section 4.01(d) above, true, complete and up-to-date certified copies of (i) its register of members, (ii) its register of directors, (iii) its register of charges and (iv) its current business registration certificate;

(t) all share certificates, stock transfer forms and other documents of title and notices or other documents, if any, required to be provided under the Loan Documents;

(u) evidence that any process agent referred to in the Hong Kong Share Security Agreement or the English Share Charge has accepted its appointment;

(v) receipt by the Administrative Agent of the financial statements, tax returns and other financial information for each of the Loan Parties it has reasonably requested, in form and substance reasonably satisfactory to the Administrative Agent,

(w) receipt by the Administrative Agent of written confirmation from the Borrower that the loan from Hudson Capital has been repaid in full, together with such documentation and information necessary to satisfy the Administrative Agent, in its sole and absolute discretion, of such repayment;

(x) receipt by the Administrative Agent of written confirmation from the Borrower that the entirety of the Borrower’s Series AA round of financing has been converted into equity in the Borrower, together with such documentation and information necessary to satisfy the Administrative Agent, in its sole and absolute discretion, of such conversion;

(y) receipt by the Administrative Agent of all governmental and third-party consents and approvals to the Loan and any related transactions (all of which shall be final, with no waiting period to expire or ongoing governmental inquiry or investigation);

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(z) [reserved];

(aa) receipt by the Administrative Agent of favorable written opinions of the applicable legal counsel addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel, regarding such matters as the Administrative Agent and its legal counsel may reasonably request; provided that no legal opinion shall be required of PMA or any Hong Kong counsel to PMA; and

(bb) receipt by the Administrative Agent of such other documents or items as the Administrative Agent or its legal counsel may reasonably request prior to the Closing Date.

Section 4.02. Conditions for all Revolving Credit Advances. The obligation of the Lenders to make any Revolving Credit Advance hereunder is subject to the satisfaction (or waiver in accordance with Section 9.04) of each of the following conditions precedent, in each case, in form and substance satisfactory to the Administrative Agent:

(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.03(a), and the date on which the Revolving Credit Advance is requested to be made shall be no earlier than April 20, 2026 (with respect to Revolving Credit Advances made solely by X3) or June 15, 2026 (with respect to Revolving Credit Advances made by all Lenders);

(b) after giving effect to such Revolving Credit Advance, the outstanding aggregate principal amount of the Revolving Credit Advances (including such Revolving Credit Advance) shall not exceed the Revolving Credit Commitment;

(c) on the date on which such Revolving Credit Advance is to be made, no Default or Event of Default shall have occurred and be continuing or would result from such Revolving Credit Advance being made;

(d) on the date on which such Revolving Credit Advance is to be made, no Cash Sweep Period shall be occurring;

(e) on the date on which such Revolving Credit Advance is to be made, no Key Person Event shall have occurred and be continuing (i.e., unwaived or unremedied pursuant to Section 2.03(c));

(f) on the date on which such Revolving Credit Advance is to be made, both immediately prior to, and immediately after giving effect to, such Revolving Credit Advance being made, all representations and warranties of the Borrower set forth in the Loan Documents (including, without limitation, the representations and warranties of the Borrower contained in Article V) shall be true and correct in all material respects;

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(g) receipt by the Administrative Agent of a duly completed and executed certificate from the chief financial officer of the Borrower, including calculations of the financial covenants set forth in Section 6.21 as of such date, calculated on a pro forma basis as if the Revolving Credit Advance to be made such date had been funded as of the first day of the relevant period for testing compliance, demonstrating compliance with such financial covenants (and setting forth in reasonable detail such calculations);

(h) there shall be no material pending litigation, bankruptcy, administration, or insolvency proceeding, English Insolvency Event, Hong Kong Insolvency Event, injunction, order, action, claim, investigation or proceeding (or written threat thereof) that adversely affects any transaction contemplated under the Loan Documents or that could reasonably be expected to have a Material Adverse Effect; and

(i) receipt by the Administrative Agent of such other documents or items as the Administrative Agent or its legal counsel may reasonably request.

Each request for a Revolving Credit Advance hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Revolving Credit Advance that the conditions specified in clauses (b) through (i) above have been satisfied.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

The Borrower, on behalf of itself and each of its Subsidiaries, represents and warrants to the Administrative Agent and each Lender that, on and as of the Closing Date and the date of any Revolving Credit Advance hereunder, as follows:

Section 5.01. Corporate Existence and Power. Each Loan Party and its Subsidiaries (a) is duly organized or incorporated (as applicable), validly existing and in good standing (if applicable under the laws of its jurisdiction of organization) under the laws of the jurisdiction of its organization, (b) is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and (c) has all requisite powers and governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except, in the case of clauses (b) and (c), where such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.02. Corporate and Governmental Authorization; Contravention. The execution, delivery and performance by each Loan Party and its Subsidiaries of this Agreement, the Security Agreement and the other Loan Documents to which it is a party (i) are within such Loan Party’s or Subsidiary’s powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official (except for (x) those that have otherwise been obtained or made on or prior to the Closing Date and which remain in full force and effect on the Closing Date, (y) filings which are necessary to perfect any Liens created by the Loan Documents and (z) those that the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect), (iv) do not contravene, or constitute a default under, the articles of incorporation or memorandum of association (or equivalent) or bylaws (or equivalent) of such Loan Party or Subsidiary, (v) do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Loan Party or Subsidiary, except any such contravention or default which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (vi) will not result in the creation or imposition of any Lien on any asset of such Loan Party or such Subsidiary(other than those Liens created in favor of the Administrative Agent on behalf of the Lenders).

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Section 5.03. Binding Effect. This Agreement constitutes a valid and binding agreement of the Loan Parties enforceable in accordance with its terms, and the Security Agreement and the other Loan Documents, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Loan Parties enforceable in accordance with their respective terms, subject to Legal Reservations and Perfection Requirements; and provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally.

Section 5.04. Financial Information.

(a) The Borrower has furnished to the Administrative Agent (i) the audited consolidated balance sheet of Borrower as of March 31, 2025 and a copy of the audited annual consolidated financial statements of the Borrower and its Subsidiaries for the most recent Fiscal Year then ended, (ii) a copy of the unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries for the most recent Fiscal Quarter then ended as required by Section 6.01(b), certified by the chief financial officer of the Borrower and (iii) a copy of the unaudited monthly consolidated financial statements of the Borrower and its Subsidiaries for the most recent Fiscal Month then ended as required by Section 6.01(c), and the year-to-date period then ended, certified by the chief financial officer of the Borrower. Such financial statements fairly present the consolidated financial condition of the Borrower as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied.

(b) Since the date cited in subsection (a)(iii) above, no event, circumstance or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.05. Litigation. There is no action, suit, investigation or proceeding pending, or threatened in writing, and no Loan Party has received any notice of any such claim or threat against or affecting it before any court or arbitrator or any Governmental Entity which would reasonably be expected to have a Material Adverse Effect on the business, financial position or results of operations of such Loan Party or its Subsidiaries or which in any manner draws into question the validity of, or would impair the ability of such Loan Party or such Subsidiary to perform its obligations under, this Agreement or any of the other Loan Documents to which it is a party.

Section 5.06. Compliance with ERISA. Except as would not reasonably be expected individually or in the aggregate to result in a Material Adverse Effect, the Borrower and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or a Plan under Title IV of ERISA. Neither the Borrower nor any member of the Controlled Group is or ever has been obligated to contribute to any Multiemployer Plan.

Section 5.07. Taxes. There have been filed on behalf of each Loan Party and its Subsidiaries all income and other material federal, national, state and local income, excise, property and other tax returns which are required to be filed by it and all income and other material taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of any Loan Party or its Subsidiaries have been paid, other than taxes that are being contested in good faith by appropriate proceedings and for which such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of each Loan Party and Subsidiary in respect of taxes or other governmental charges are adequate.

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Section 5.08. Not an Investment Company. No Loan Party is an “investment company” (or “controlled” by an “investment company”) in each case within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from, or registration or filing with, any Governmental Entity in connection therewith.

Section 5.09. Ownership of Property; Liens, Debt. Each Loan Party and their Subsidiaries has title to all material properties and other material assets sufficient for the conduct of its business (subject to Legal Reservations). The property of the Loan Parties is not subject to any Lien except for Permitted Encumbrances. No Loan Party has any Debt other than the Loans and Debt permitted under Section 6.04.

Section 5.10. No Default. No Loan Party or its Subsidiaries is in default under or with respect to any agreement, instrument or undertaking to which it is a party or by which it or any of its property is bound which will be materially adverse to the business, operations, property or financial or other condition of such Loan Party or such Subsidiary or which will materially adversely affect the ability of such Loan Party or such Subsidiary to perform its obligations under the Loan Documents. No Default or Event of Default has occurred and is continuing.

Section 5.11. Full Disclosure. Each Loan Party has disclosed to the Administrative Agent in writing any and all facts which, to the knowledge of such Loan Party, as of the Closing Date, materially and adversely affect or may materially and adversely affect (to the extent such Loan Party can now reasonably foresee), the business, operations or condition, financial or otherwise, of such Loan Party or such Subsidiary or the ability of such Loan Party or such Subsidiary to perform its obligations under this Agreement or any other Loan Document.

Section 5.12. Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance (i) with all laws applicable to it and its properties and has not received any written notice to the contrary, except in each case where the failure to comply could not reasonably be expected to have a Material Adverse Effect and (ii) with all Material Agreements in all material respects.

Section 5.13. Margin Stock. No Loan Party is engaged principally, or as one of its important activities, in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. Following the application of the proceeds from each Loan, not more than 25% of the value of the assets of any Loan Party will be “Margin Stock.”

Section 5.14. Insolvency. After giving effect to the execution and delivery of the Loan Documents and the making of the Loans under this Agreement, the Loan Parties and their Subsidiaries on a consolidated basis (a) will not be “insolvent”, within the meaning of such term as defined in § 101 of Title 11 of the United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as each may be amended from time to time, (b) will not be unable to pay their debts generally as such debts become due or admit inability to pay their debts as they fall due or be deemed or declared to be unable to pay their debts under applicable law, (c) will not have an unreasonably small capital to engage in any business or transaction, whether current or contemplated, or (d) will not suspend or threaten to suspend making payments on any of their debts.

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Section 5.15. Survival of Representations and Warranties. All statements contained in any certificate, financial statement or other material instrument expressly required to be delivered by or on behalf of the Loan Parties to the Administrative Agent or Lenders pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other material instrument delivered by or on behalf of the Loan Parties prior to the Closing Date and delivered to the Administrative Agent and Lenders in connection with the closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent and Lenders under this Agreement. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans.

Section 5.16. Sanctions; Anti-Corruption Laws; UK Anti-Money Laundering and Anti-Terrorism Legislation. None of the Loan Parties or any of their respective Subsidiaries or any of their respective directors, officers, employees, or, to such Loan Party’s knowledge, agents or affiliates is a Sanctioned Person. The Loan Parties, their Subsidiaries and, to such Loan Party’s knowledge, their respective directors, officers and employees and agents are in compliance with applicable Anti-Corruption Laws, applicable Sanctions and applicable UK Anti-Money Laundering and Anti-Terrorism Legislation. The Loan Parties and their Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance with applicable Sanctions, Anti-Corruption Laws and UK Anti-Money Laundering and Anti-Terrorism Legislation. The Loan Parties, each Subsidiary and each of their Affiliates are in compliance with the Trading with the Enemy Act, and each of the foreign assets control regulations of the U.S. Treasury Department and any other enabling legislation or executive order relating thereto, the USA PATRIOT Act, and any other federal or state laws relating to “know your customer” (to the extent applicable to such Loan Party) and anti-money laundering rules and regulations. No part of the proceeds of any Revolving Credit Advance will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

Section 5.17. [Reserved].

Section 5.18. Collection Accounts. The Borrower has opened one or more Collection Accounts with one or more Deposit Account Banks into which all Accounts Receivable of the Borrower and each Subsidiary of the Borrower shall be paid on and from the Closing Date.

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Section 5.19. Environmental Compliance. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

Section 5.20. Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) maintain with financially sound and reputable insurance companies which are not Affiliates of the Borrower (i) insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations and (ii) all insurance required to be maintained pursuant to the Loan Documents, and will, upon request of the Administrative Agent, furnish to the Administrative Agent and each Lender at reasonable intervals a certificate of a Senior Officer setting forth the nature and extent of all insurance maintained by the Borrower and its Subsidiaries in accordance with this Section (and if requested by the Administrative Agent or any Lender a copy of any policy referenced therein if not already delivered), and (c) at all times shall name the Administrative Agent as additional insured on all liability policies of the Borrower and its Subsidiaries and as lenders’ loss payee (pursuant to a lenders’ loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance policies of the Borrower and its Subsidiaries.

Section 5.21. Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed or otherwise has the right to use, all Intellectual Property Collateral (as such term is defined in the Security Agreement) and other material Intellectual Property necessary to conduct its business as currently conducted, and the use thereof by the Borrower and its Subsidiaries does not infringe in any material respect on the rights of any other Person.

Section 5.22. Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole in light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time it being understood that (i) any such projected financial information is merely a prediction as to future events and its not to be viewed as fact, (ii) such projected financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower or any of its Subsidiaries and (iii) no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ significantly from the projected results and such differences may be material.

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Section 5.23. Labor Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, no significant unfair labor practice charges or grievances are pending against the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge, threatened against any of them before any Governmental Entity. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.24. Subsidiaries. Schedule 5.24 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary, as of the Closing Date.

Section 5.25. Deposit Accounts. Schedule 5.25 lists all banks and other financial institutions at which any Loan Party maintains deposit accounts, lockbox accounts, disbursement accounts, investment accounts or other similar accounts as of the Closing Date, and such Schedule correctly identifies the name, address and telephone number of each financial institution, the name in which the account is held, the type of the account, and the complete account number therefor.

Section 5.26. Material Agreements. As of the Closing Date, all Material Agreements (other than standard order confirmations with wholesale accounts) of the Borrower and its Subsidiaries are described on Schedule 5.26, and each such Material Agreement is in full force and effect. As of the Closing Date, the Borrower has delivered to the Administrative Agent a true, complete and correct copy of each Material Agreement (other than standard order confirmations with wholesale accounts), including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith. The Borrower does not have any knowledge of any pending amendments (other than amendments permitted under Section 6.22) to or threatened termination of any Material Agreement.

Section 5.27. Centre of Main Interests and Establishments. For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”) and in respect of each Loan Party that is incorporated or established in a jurisdiction that is a member state of the European Union, such Loan Party’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

Section 5.28. DAC6. No transaction contemplated by the Loan Documents nor any transaction to be carried out in connection with any transaction contemplated by the Loan Documents meets any hallmark set out in DAC6 or is required to be disclosed pursuant to regulation 3 (Obligation on intermediary to disclose) or regulation 7 (Reportable taxpayer required to disclose in certain circumstances) of The International Tax Enforcement (Disclosable Arrangements) Regulations 2023.

Section 5.29. Pensions. No Loan Party nor any Subsidiary is, nor at any time has been, an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993 (UK)). No Loan Party nor any Subsidiary is, nor at any time has been, “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004 (UK)) such an employer.

Section 5.30. English Subsidiary and PMA Share Capital. In relation to each English Subsidiary whose shares are subject to Liens under any Loan Documents, its shares are fully paid and not subject to any option to purchase or similar rights that prejudice such Liens and its constitutional documents do not restrict or inhibit any transfer of those shares on creation or enforcement of such. In relation to PMA, subject to the passing of the special resolution referred to in paragraph (a)(vi) of Clause 5.1 of the Hong Kong Share Security Agreement, its shares are fully paid and not subject to any option to purchase or similar rights that prejudice such Liens and its constitutional documents do not restrict or inhibit any transfer of those shares on creation or enforcement of such. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any English Subsidiary or PMA (including any option or right of pre-emption or conversion).

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ARTICLE VI. COVENANTS

The Borrower agrees that, so long as the Revolving Credit Commitment is in effect hereunder or any amount payable under this Agreement remains unpaid:

Section 6.01. Information. The Borrower will deliver to the Administrative Agent:

(a) as soon as available and in any event within one hundred and fifty (150) days after the end of each Fiscal Year (commencing with the Fiscal Year ending March 31, 2026), a copy of the audited annual consolidated financial statements of the Borrower and its Subsidiaries for that Fiscal Year, including balance sheet, statements of income and retained earnings and cash flows for the Fiscal Year ended and setting forth in comparative form the figures for the previous Fiscal Year, prepared in accordance with GAAP (or equivalent) and certified without qualification by an independent certified public accounting firm of international standing acceptable to the Administrative Agent (which, for the avoidance of doubt, are permitted to include “going concern” qualifications from such accounting firm); provided, that, for the avoidance of doubt, any financial statements required under this clause shall be deemed delivered upon the filing of a corresponding 10-Q or 10-K (as applicable) with the U.S. Securities and Exchange Commission;

(b) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending June 30, 2026), a copy of the unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter (including balance sheet, statements of income and retained earnings and cash flows) for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all certified (subject to the absence of any notes required by GAAP and normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief financial officer of the Borrower; provided, that, for the avoidance of doubt, any financial statements required under this clause shall be deemed delivered upon the filing of a corresponding 10-Q or 10-K (as applicable) with the U.S. Securities and Exchange Commission;

(c) as soon as available and in any event within thirty-one (31) days after the end of each Fiscal Month (commencing with the Fiscal Month ending March 31, 2026), a copy of the unaudited monthly consolidated financial statements of the Borrower and its Subsidiaries as of the end of such Fiscal Month (including balance sheet, statements of income and retained earnings and cash flows) for such Fiscal Month and for the portion of the Fiscal Year ended at the end of such Fiscal Month, setting forth in comparative form the figures for the corresponding Fiscal Month and the corresponding portion of the previous Fiscal Year, all certified (subject to the absence of any notes required by GAAP and normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief financial officer of the Borrower;

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(d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Year:

(i) a pro forma budget, prepared on a Fiscal Year basis, for the succeeding Fiscal Year, and for each Fiscal Year ending thereafter during the term of this Agreement, in each case, including balance sheets, income statements, and cash flow statements of the Borrower for such Fiscal Year; and

(ii) financial projections, prepared on a Fiscal Year basis, for to the succeeding Fiscal Year, and for each Fiscal Year ending thereafter during the term of this Agreement.

(e) simultaneously with the delivery of each set of financial statements of the Borrower referred to in clauses (a) and (c) above, a certificate of the chief financial officer of the Borrower in substantially the form attached hereto as Exhibit A (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 6.21 on the date of such financial statements and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(f) within five (5) Business Days after receipt thereof by any Loan Party, copies of all management letters, exception reports or similar letters or reports received by such Loan Party from its independent certified public accountants;

(g) promptly upon their becoming available, copies of: (i) all financial statements, reports, notices and proxy statements made publicly available by any Loan Party to its security holders; (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Loan Party with any securities exchange or with the U.S. Securities and Exchange Commission or any governmental or private regulatory authority; and (iii) all press releases and other statements made available by any Loan Party to the public concerning material changes or developments in the business of any such Person;

(h) if and when any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any Reportable Event with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice;

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(i) the Administrative Agent, acting reasonably, may order appraisals, valuations, field exams, environmental reports and other information on assets taken as Collateral, which shall be at the Borrower’s expense following and during the pendency of any uncured Event of Default;

(j) prompt notice of any change in the information provided in any Beneficial Ownership Certification that may be requested by a Lender that would result in a change to the list of beneficial owners (if any) identified in such certification;

(k) prompt (and in any event within five (5) Business Days) notice of any Key Person Event;

(l) prompt notice of any Subsidiary qualifying as a Material Subsidiary; and

(m) from time to time such additional information regarding the financial position or business of the Loan Parties as the Administrative Agent or any Lender may reasonably request.

Section 6.02. Inspection of Property, Books and Records. The Loan Parties will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to their respective businesses and activities. The Loan Parties will permit representatives of the Administrative Agent or any Lender, at such Party’s expense prior to the occurrence of a Default or an Event of Default and at the Borrower’s expense after the occurrence and during the continuance of a Default or an Event of Default, to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Loan Parties agree to cooperate and assist in such visits and inspections, in each case at such reasonable times during normal business hours and as often as may reasonably be desired and upon reasonable prior notice. After the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender may order a field audit of the Collateral, which shall be at the sole cost and expense of the Borrower.

Section 6.03. Restricted Payments. The Borrower shall not, for the term of this Agreement, make Restricted Payments other than (i) Permitted Restricted Payments or (ii) Restricted Payments that have been first approved in writing by the Administrative Agent with the prior written consent of the Required Lenders.

Section 6.04. Debt. No Loan Party or any Subsidiary shall create, incur, assume or permit to exist any Debt (or, for the avoidance of doubt, provide any new or additional Guarantees) to any Person other than (a) Debt owing to the Lenders or the Administrative Agent hereunder; (b) interest rate protection agreements, foreign currency exchange agreements or other hedging agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (and not for speculative purposes); (c)(i) unsecured intercompany Debt among Loan Parties, (ii) unsecured intercompany Debt among Subsidiaries that are not Loan Parties and (iii) unsecured intercompany Debt arising from loans, advances, guarantees and extensions of credit made by Loan Parties to Subsidiaries that are not Loan Parties in an amount not to exceed $50,000 outstanding at any time; (d) Debt incurred in the ordinary course of business in connection with treasury management and commercial credit cards, merchant cards, debit cards, stored value cards, purchase or procurement cards (including so-called “procurement cards” or “P-Cards”), and related services, including credit card processing services, in each case incurred in the ordinary course of business and to the extent such Debt is unsecured; (e) Debt incurred by the Loan Parties in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of leases, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (f) Debt representing deferred compensation to employees of the Loan Parties incurred in the ordinary course of business or approved by the board of directors or managers or sole member, as applicable, of the Loan Parties in their reasonable business judgment; (g) unsecured Debt in respect of netting services, overdraft protection and related liabilities arising from treasury, depository, credit or debit card, purchasing card, or cash management services or any automated clearing house transfers of funds deposit accounts in the ordinary course of business; (h) to the extent constituting Debt, money judgments not constituting an Event of Default; (i) contingent indemnification obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with sales of assets permitted under this Agreement; (j) Debt owing to insurance carriers to finance insurance premiums of any Loan Party in the ordinary course of business in a principal amount not to exceed at any time the amount of insurance premiums to be paid by such Loan Party; (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Debt is extinguished within five Business Days of its incurrence; (l) Debt that may be deemed to exist pursuant to any bid, performance bond, surety, statutory appeal, completion guarantees, workers compensation claims, governmental contracts and leases or similar obligation entered into or incurred by any Loan Party in the ordinary course of business; (m) Debt consisting of any guaranty by a Loan Party incurred in the ordinary course of business for the benefit of any Loan Party; provided, that, the primary obligation being guaranteed is expressly permitted by this Agreement; and (n) with the prior written consent of the Administrative Agent and Required Lenders.

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Section 6.05. Loans or Advances. The Loan Parties and their Subsidiaries shall not make loans or advances to any Person (i) except with respect to nominal advances or reimbursements of travel or other business expenses to employees of the Loan Parties and their Subsidiaries, (ii) without duplication, loans and advances consisting of intercompany Debt permitted under Section 6.04(c), or (iii) unless such loans or advances have been first approved in writing by the Administrative Agent with the prior written consent of the Required Lenders.

Section 6.06. Investments. The Loan Parties shall not make Investments in any Person other than (i) Permitted Investments or (ii) Investments made with the prior written consent of the Administrative Agent with the prior written consent of the Required Lenders, except as permitted by Section 6.05.

Section 6.07. Negative Pledge. The Loan Parties and their Subsidiaries will not create, assume or suffer to exist any Lien (except for the Permitted Encumbrances) on the Collateral or on any other asset now owned or hereafter acquired by it.

Section 6.08. Maintenance of Existence. Except as permitted under Section 6.09 or 6.10, Each Loan Party and its respective Subsidiaries shall maintain its existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained unless otherwise first approved in writing by the Administrative Agent with the prior written consent of the Required Lenders.

Section 6.09. Dissolution. No Loan Party or its respective Subsidiaries shall suffer or permit dissolution or liquidation either in whole or in part or redeem or retire any shares of its own stock (other than as permitted under Section 6.03), except through corporate reorganization to the extent permitted by Section 6.10.

Section 6.10. Consolidations, Mergers and Sales of Assets. No Loan Party or its respective Subsidiaries will consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, provided that:

(a) the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing,

(b) the Loan Parties may engage in the sale of inventory, Cash Equivalents and equipment and machinery in the ordinary course of business

(d) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Loan Parties, taken as a whole;

(e) each Loan Party may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business so long as no Event of Default exists or would result therefrom;

(f) the sale, exchange or other disposition of (x) obsolete, worn out, uneconomical, negligible, immaterial or surplus property, whether now owned or hereafter acquired, in the ordinary course of business, (y) property no longer used or useful in the conduct of the business of the Loan Parties or (z) property to the extent that (I) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (II) the proceeds thereof are promptly applied to the purchase price of such replacement property;

(g) the sale, discount or write-off of past due or impaired Accounts Receivable for collection purposes (but not for factoring, securitization or other financing purposes), and the termination or unwinding of any hedge agreements permitted hereunder;

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(h) the abandonment or other disposition of Intellectual Property, which is reasonably determined by a Loan Party, in good faith, to be no longer economical, negligible, obsolete or otherwise not material to its business; and

(i) the sale or other disposition of assets outside the ordinary course of business for fair value and for cash; provided, that (x) the net cash proceeds from all such sales or dispositions shall, to the extent required hereunder, be reinvested or applied to the prepayment of the Loans in accordance with the provisions hereunder and (y) no Event of Default shall have occurred and be continuing or would result therefrom.

Section 6.11. Use of Proceeds. The Borrower shall use the proceeds of any Revolving Credit Advance solely (i) to pay fees, costs and expenses in connection with the preparation, negotiation, execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, (ii) to fund the repayment of the Bridge Notes and (iii) to fund working capital expenditures on an on-going basis. No part of the proceeds of any Loan will be used, whether directly or indirectly, (x) for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U or Regulation X or (y) in a manner which would give rise to Swiss Withholding Tax consequences, such as by constituting a harmful “use of proceeds in Switzerland” (Mittelverwendung in der Schweiz), as interpreted by the Swiss Federal Tax Administration for the purposes of Swiss Withholding Tax, unless (A) such “use of proceeds in Switzerland” is explicitly permitted under the Swiss taxation laws in force from time to time without triggering Swiss Federal Withholding Tax consequences or (B) a written confirmation (e.g., a countersigned tax ruling) has been obtained from the Swiss Federal Tax Administration in form and substance satisfactory to the Administrative Agent, confirming that the intended “use of proceeds in Switzerland” does not trigger Swiss Withholding Tax consequences, it being understood that all costs and expenses incurred by the Loan Parties and the Administrative Agent in connection with such written confirmation shall be paid and borne by the Loan Parties.

Section 6.12. Compliance with Laws; Payment of Taxes. The Borrower will, and will cause each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA and Environmental Laws), regulations and similar requirements of governmental authorities (including but not limited to PBGC), except (i) where the necessity of such compliance is being contested in good faith through appropriate proceedings or (ii) such failure to so comply could not reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Sanctions and applicable UK Anti-Money Laundering and Anti-Terrorism Legislation. The Borrower will pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a lien against the property of the Borrower, except liabilities being contested in good faith and against which, if requested by the Administrative Agent, the Borrower will set up reserves satisfactory to the Administrative Agent.

Section 6.13. Insurance. The Loan Parties will maintain with financially sound and reputable insurance companies, (a) policies of comprehensive liability insurance in such amounts and with coverage and endorsements as are deemed customary and prudent in accordance with industry standards, (b) policies of full casualty property insurance, and (c) such other insurance on the Collateral and all of their other property and business in at least such amounts and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar business. All such insurance shall be reasonably satisfactory to the Administrative Agent in amount, form and as to the insurer. Such insurance shall name the Administrative Agent as an additional insured or loss payee, as applicable, and contain a provision requiring at least thirty (30) days advance notice to the Administrative Agent prior to modification or cancellation.

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Section 6.14. Change in Fiscal Year. The Borrower will not make any changes in accounting treatment or reporting practices (other than as required by public company accounting rules), or change its Fiscal Year without the consent of the Administrative Agent with the consent of the Required Lenders.

Section 6.15. Maintenance of Property. The Loan Parties shall maintain all of their material Properties and assets in good condition, repair and working order (ordinary wear and tear and casualty by condemnation excepted); provided that the foregoing shall not prohibit asset dispositions permitted under Section 6.10 hereof.

Section 6.16. Notice of Default. The Borrower shall provide to the Administrative Agent prompt notice (and in any event within five (5) Business Days of a Senior Officer obtaining knowledge thereof) of (a) the occurrence of a Default and what action (if any) the Borrower is taking to correct the same, (b) any litigation or proceeding which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or any judgment against a Loan Party or its Subsidiaries or its assets in excess of $100,000, (c) any notice from taxing authorities as to claimed deficiencies or any tax lien or any notice relating to alleged ERISA violations, (d) any Reportable Event, as defined in ERISA, (e) any pending or threatened claim or dispute against a Loan Party or the Collateral with an amount in controversy in excess of $100,000 or otherwise having a Material Adverse Effect on the Collateral taken as a whole, (f) the cancellation or termination of, or any default under, any material agreement to which a Loan Party or its Subsidiaries is a party or by which any of its Properties are bound which could reasonably be expected to result in a Material Adverse Effect, or any acceleration of the maturity of any Debt of a Loan Party, and (g) any loss or threatened loss of material licenses or permits of a Loan Party or its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect.

Section 6.17. Subordination. The Borrower shall cause all Debt and other obligations now or hereafter owed by the Borrower to any Subsidiary or Affiliate to be subordinated in right of payment and security to the Obligations in accordance with subordination agreements in form and substance satisfactory to the Administrative Agent.

Section 6.18. Further Assurances.

(a) The Borrower shall (and shall cause any other Loan Party or Loan Party’s Subsidiary to) take such further action and provide to the Administrative Agent such further assurances as may be reasonably requested to perfect and maintain the validity and priority of the Liens granted pursuant to the Loan Documents and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the Administrative Agent and Lenders under this Agreement and the other Loan Documents.

(b) Upon PMI’s latest annual financial statements evidencing an amount of distributable equity in excess of CHF 200,000, the Borrower shall procure that PMI enters into any Swiss Security Documents reasonably requested by the Administrative Agent and take such further action and provide such further documentation as reasonably requested by the Administrative Agent to perfect a Lien over the assets of PMI.

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Section 6.19. Covenants Regarding Collateral. The Borrower, on behalf of itself and the other Loan Parties and their respective Subsidiaries, hereby covenants with the Administrative Agent and that each Loan Party (a) to the extent permitted under the Loan Documents, will use the Collateral only in the ordinary course of its business and will not permit the Collateral to be used in violation of any applicable law or policy of insurance, (b) will defend the Collateral against all claims and demands of all Persons (other than Permitted Encumbrances and claims or demands that would not materially affect the value of the Collateral as a whole); and (c) shall give the Administrative Agent at least thirty (30) days prior written notice of any new trade or fictitious name (except for new trademark filings, which shall be reported quarterly to the Administrative Agent). Any Loan Party’s use of any trade or fictitious name shall be in material compliance with all laws regarding the use of such names.

Section 6.20. No Sale, Leaseback. The Loan Parties shall not enter into any sale-and-leaseback or similar transaction.

Section 6.21. Financial Covenants.

(a) Minimum Revenue. The Borrower shall maintain revenue of greater than or equal to $20,000,000, which shall be calculated on a trailing twelve (12) month basis and shall be tested monthly with respect to each Fiscal Month upon the delivery of the monthly financial statements of the Borrower to the Administrative Agent pursuant to Section 6.01(c), beginning with the Fiscal Month ending March 31, 2026. This financial covenant shall be determined in accordance with GAAP, applied consistently, and calculated for the Borrower and its Subsidiaries on a consolidated basis.

The Borrower shall be deemed to be in compliance with this minimum revenue financial covenant if the average of the trailing twelve-month revenue figures for the Borrower measured on each of the three (3) most recent monthly testing dates or, for the purposes of calculating this average on the first two (2) monthly testing dates, the trailing twelve-month revenue figures for the two (2) Fiscal Months preceding the Closing Date separately agreed between the Borrower and the Administrative Agent before the Closing Date (i.e., the end of the current Fiscal Month and the two (2) immediately preceding Fiscal Months) (“Twelve-Month Average Revenue”) is not less than $20,000,000.

(b) Minimum Current Assets. The Borrower shall maintain Current Assets of greater than or equal to $10,000,000, which shall be tested monthly with respect to each Fiscal Month upon the delivery of the monthly financial statements of the Borrower to the Administrative Agent pursuant to Section 6.01(c), beginning with the Fiscal Month ending March 31, 2026. This financial covenant shall be determined in accordance with GAAP, applied consistently, and calculated for the Borrower and its Subsidiaries on a consolidated basis.

Section 6.22. Modification of Documents. The Loan Parties shall not amend, supplement, restate or otherwise modify their articles of incorporation, bylaws or any Material Agreements (other than amendments, supplements, restatements or modifications of standard order confirmations with wholesale accounts that would not, individually or in the aggregate, have a material adverse effect on the Lenders or the Administrative Agent), unless such amendment, supplement, restatement or other modification has been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed and excluding, for the avoidance of doubt, any amendments necessary to effect any reverse split of the Borrower’s stock.

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Section 6.23. Partnerships and Joint Ventures. No Loan Party or its respective Subsidiaries shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

Section 6.24. Additional Subsidiaries. The Loan Parties shall not form, create, or allow to be formed or created any Subsidiaries after the Closing Date without the prior written consent of the Administrative Agent in its sole and absolute discretion. If any Material Subsidiary is acquired or formed after the Closing Date, or if any Subsidiary becomes a Material Subsidiary after the Closing Date, the Borrower shall, within thirty (30) calendar days after any such Material Subsidiary is acquired or formed or such Subsidiary becomes a Material Subsidiary (or such later date as the Administrative Agent may agree in its sole and absolute discretion), cause such Material Subsidiary to become a Guarantor hereunder (including, without limitation, (i) causing such Material Subsidiary to execute and deliver joinders to this Agreement and any other applicable Loan Documents, and to take such actions and execute and deliver such documentation to create and perfect Liens on such Material Subsidiary’s assets, to the extent required by the Loan Documents, as security for the Obligations, (ii) causing 100% of the equity interests of such Material Subsidiary to be pledged as security for the Obligations and (iii) causing such Material Subsidiary or the applicable Loan Party to execute and deliver such other certificates, opinions, documents or items as the Administrative Agent or its legal counsel may reasonably request in connection with such joinder and grant of security. For the avoidance of doubt, any such Material Subsidiary shall provide all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulation, as reasonably requested by the Lender.

Section 6.25. Affiliate Transactions. No Loan Party shall, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates (each of the foregoing, an “Affiliate Transaction”), unless such Affiliate Transaction or series of Affiliate Transactions is (a) (i) in the best interest of such Loan Party and (ii) on terms that are no less favorable to such Loan Party than those that would have been obtained in a comparable arm’s-length transaction by such Loan Party with a person is not an Affiliate, (b) among Loan Parties or (c) is intended by such Loan Party, in good faith, to create a bona fide tax benefit for such Loan Party.

Section 6.26. Sanctions, Anti-Corruption Laws and UK Anti-Money Laundering and Anti-Terrorism Legislation. The Borrower will not, and will not permit any Subsidiary to, request any Loan or, directly or indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as the lender, underwriter, advisor, investor or otherwise), or (iii) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value to any Person in violation of applicable Anti-Corruption Laws or applicable UK Anti-Money Laundering and Anti-Terrorism Legislation.

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Section 6.27. Collection Account. At all times during the term of this Agreement, the Borrower will maintain the Collection Accounts with one or more Deposit Account Banks, each subject to a Deposit Account Control Agreement, into which all Accounts Receivable of the Borrower and each Subsidiary of the Borrower shall be paid.

Section 6.28. Margin Stock; Use of Proceeds. No Loan Party shall, nor shall it permit any of its Subsidiaries to, use any portion of the Revolving Credit Advance proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Debt of any Loan Party or Subsidiary or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any requirement of applicable law or in violation of this Agreement.

Section 6.29. Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party shall and shall cause each of its Subsidiaries to: (a) conduct its operations and keep and maintain its real estate in compliance with all Environmental Laws and environmental permits; (b) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of the real estate or to otherwise comply with Environmental Laws and environmental permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or release of any Hazardous Material on, at, in, under, above, to, from or about any of its real estate; (c) notify Administrative Agent promptly after such Loan Party becomes aware of any violation of Environmental Laws or environmental permits or any release on, at, in, under, above, to, from or about any real estate that is reasonably likely to result in a Material Adverse Effect; and (d) promptly forward to Administrative Agent a copy of any order, notice, request for information or any communication or report received by such Loan Party in connection with any such violation or release or any other matter relating to any Environmental Laws or environmental permits that could reasonably be expected to result in Environmental Liabilities that could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, in each case whether or not the Environmental Protection Agency or any Governmental Entity has taken or threatened any action in connection with any such violation, release or other matter. If Administrative Agent at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws or environmental permits by any Loan Party or any Environmental Liability arising thereunder, or a release of Hazardous Materials on, at, in, under, above, to, from or about any of its real estate, that, in each case, could reasonably be expected to have a Material Adverse Effect, then each Loan Party shall, upon Administrative Agent’s written request (i) cause the performance of such environmental audits including subsurface sampling of soil and groundwater, and preparation of such environmental reports, at the Loan Parties’ expense, as Administrative Agent may from time to time reasonably request, which shall be conducted by reputable environmental consulting firms reasonably acceptable to Administrative Agent and shall be in form and substance reasonably acceptable to Administrative Agent, and (ii) permit Administrative Agent or its representatives to have access to all real estate for the purpose of conducting such environmental audits and testing as Administrative Agent deems appropriate, including subsurface sampling of soil and groundwater. The Loan Parties shall reimburse Administrative Agent for the costs of such audits and tests and the same will constitute a part of the Obligations secured hereunder.

Section 6.30. Restricted Debt. The Borrower will not, and will not permit any of its Subsidiaries to make any payment (whether in cash, securities or other property) on or in respect of principal of or interest on (x) any Debt permitted under Section 6.04, (y) unsecured Debt for borrowed money and (z) earn out obligations, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such earn out obligations prior to its scheduled maturity, other than (x) so long as no Event of Default has occurred and is continuing, regularly scheduled payments of interest and principal or (y) payments made in connection with settlement agreements or judgements that do not give rise to an Event of Default hereunder

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Section 6.31. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries to create, incur or permit any Lien upon any of the Collateral, or (b) the ability of any of its Subsidiaries to pay dividends or other distributions with respect to its capital stock, to make or repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Debt of the Borrower or any other Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document; (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other disposition pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder; and (iii) clause (a) shall not apply to (1) restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Debt, or (2) customary provisions in leases, subleases, licenses, sublicenses, asset sale agreements and other contracts entered into in the ordinary course of business and consistent with past practice restricting the grant of a security interest therein or the assignment thereof or the assets governed thereby.

Section 6.32. Hazardous Materials. No Loan Party shall, nor shall it permit any of its Subsidiaries to, cause or permit a release of any Hazardous Material on, at, in, under, above, to, from or about any of the real estate where such release would (a) violate in any respect, or form the basis for any Environmental Liabilities under, any Environmental Laws or environmental permits or (b) otherwise adversely impact the value or marketability of any of the real estate or any of the Collateral, other than in each case of (a) and (b) such violations or Environmental Liabilities that could not reasonably be expected to have a Material Adverse Effect.

Section 6.33. People with Significant Control Regime. Each Loan Party shall, within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 (UK) from any English Subsidiary whose shares are subject to Liens under any Loan Documents and promptly provide the Administrative Agent with a copy of that notice.

Section 6.34. DAC6. Each Loan Party shall, promptly following a request by Administrative Agent or any Lender, co-operate with Administrative Agent and/or the relevant Lender(s) by providing any information reasonably requested by Administrative Agent and/or the relevant Lender(s) in order to assist Administrative Agent and/or the relevant Lender(s) in determining whether or not a transaction contemplated by, or in connection with, the Loan Documents forms part of a reportable cross-border arrangement for the purposes of DAC6 in a jurisdiction in which a Loan Party has a reporting obligation pursuant to the implementation of DAC6 in that jurisdiction.

Section 6.35. Post-Closing Covenants. The Borrower shall deliver to the Administrative Agent, as soon as possible, and in any event within the time periods (unless extended by the Administrative Agent in its sole and absolute discretion) specified below, the following, each in form and substance satisfactory to the Administrative Agent:

(a) Within ten (10) Business Days of the Closing Date, Loan Parties shall deliver to the Administrative Agent evidence of insurance, in form and substance reasonably satisfactory to the Administrative Agent, naming the Administrative Agent as additional insured, mortgagee and/or lender’s loss payee, as applicable.

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(b) Within fourteen (14) days of the Closing Date, the Borrower shall deliver to Hong Kong counsel to the Administrative Agent an original of the English Share Charge, executed by PMA.

(c) Within thirty (30) days of the Closing Date, the Grantors (as defined in the Security Agreement) shall obtain and deliver or cause to be delivered to the Administrative Agent a control agreement, in form and substance satisfactory to the Administrative Agent, with respect to all Deposit Accounts of such Grantor (other than Excluded Accounts).

(d) No later than May 8, 2026, (i) Borrower shall receive the proceeds of the New Lender Equity Investment, (ii) the Additional Warrants shall be issued to the Administrative Agent and (iii) the New Lender Warrants shall be issued to the New Lender.

Section 6.36. Restricted Actions. The Borrower shall not take any action, directly or indirectly, with the primary purpose of avoiding, reducing or otherwise adversely affecting the value of the Warrants.

ARTICLE VII. DEFAULTS

Section 7.01. Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default under this Agreement (each, an “Event of Default”):

(a) the Borrower shall fail to pay any payment of principal due hereunder or under any Revolving Credit Note, or shall fail to pay any interest, fee or other amount payable hereunder or under any Revolving Credit Note within five (5) days after such amount becomes due; or

(b) a Loan Party shall fail to observe or perform any covenant contained in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(k), 6.03, 6.04, 6.05, 6.06, 6.07, 6.08 (with respect to the maintenance of existence of the Borrower), 6.09, 6.10, 6.11, 6.13, 6.16, 6.19, 6.20, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.30, 6.31, 6.32, or 6.35; or

(c) a Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for thirty (30) days after the earlier of (i) the first day on which a Senior Officer of the Borrower has knowledge of such failure, or (ii) written notice thereof has been given to the Borrower by the Administrative Agent; provided, however, that if such failure is capable of being cured but is not reasonably capable of being cured within such thirty (30) day period, then an Event of Default shall not be deemed to have occurred so long as the Loan Parties commence such cure within such thirty (30) day period and diligently pursue the completion of such cure; provided, however, such cure period shall be no longer than sixty (60) days after such failure; or

(d) any representation, warranty, certification or statement made by the Borrower in Article V or in any certificate, financial statement or other material document (expressly required by this Agreement) delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); or

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(e) a Loan Party or its Subsidiaries shall fail to make any payment when due or within any applicable grace or cure period in respect of (i) Debt outstanding in excess of $250,000 (other than the Obligations hereunder or Debt owed to third party manufacturers in connection with the purchase of Prepaid Goods) or (ii) Debt outstanding in excess of $500,000 that is owed to third party manufacturers in connection with the purchase of Prepaid Goods;

(f) any event or condition shall occur which results in the acceleration of the maturity of Debt outstanding in excess of $250,000 of a Loan Party or its Subsidiaries prior to the scheduled maturity thereof or enables (or, with the giving of notice or lapse of time or both, would enable) the holders of such Debt or any Person acting on such holders’ behalf to accelerate the maturity thereof or require the purchase thereof by a Loan Party or its Subsidiaries (or its designee) prior to the scheduled maturity thereof, without regard to whether such holders or other Person shall have exercised or waived their right to do so; or

(g) a Loan Party or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization, administration, moratorium or other relief with respect to itself or its debts under any bankruptcy, administration, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, administrator, administrative receiver, compulsory manager or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall take or commence any step towards the occurrence of an English Insolvency Event or Hong Kong Insolvency Event; or

(h) an involuntary case or other proceeding shall be commenced against a Loan Party or any Material Subsidiary seeking liquidation, reorganization, administration, moratorium or other relief with respect to it or its debts under any bankruptcy, administration, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, administrator, administrative receiver, compulsory manager or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against a Loan Party or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect, or an English Insolvency Event or Hong Kong Insolvency Event occurs; or

(i) the Borrower or any member of the Controlled Group shall fail to pay when due any material amount which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or the Borrower or any other member of the Controlled Group shall enter into, contribute or be obligated to contribute to, terminate or incur any withdrawal liability with respect to, a Multiemployer Plan; or

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(j) one or more final, non-appealable judgments or orders for the payment of money in an aggregate amount in excess of $250,000 shall be rendered against a Loan Party or any Material Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of sixty (60) days; or

(k) a federal tax lien shall be filed against a Loan Party or any Material Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be filed against a Loan Party or any Material Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of twenty-five (25) days after the date of filing; or

(l) if any Loan Document shall for any reason cease to create a valid and perfected first priority security interest (subject to the Permitted Encumbrances, Legal Reservations and Perfection Requirements) in any of the Collateral purported to be encumbered thereby; or

(m) the termination of invalidity of any Guaranty Agreement; or

(n) a default or event of default shall occur and be continuing under any other Loan Document and such default or event of default continues beyond any applicable cure or grace period provided in such Loan Document, or any Loan Document is in any way terminated (except in accordance with its terms) or becomes or is declared ineffective or inoperative or is in any way challenged or contested by a Loan Party or any Affiliate of a Loan Party; or

(o) [reserved]; or

(p) a Key Person Event shall have occurred and the Borrower fails to appoint a successor with similar industry experience, reputation and expertise for such Key Person which has been approved in writing by the Administrative Agent (with the consent of the Required Lenders) within the relevant Key Person Cure Period; or

(q) a Key Person is found by a court of competent jurisdiction to have committed or engaged in a (i) felony committed in the conduct of a Loan Party’s or its Subsidiaries’ business, or (ii) violation of any state or federal law that could reasonably be expected to lead to forfeiture of any material Property of a Loan Party or any Material Subsidiary or any Collateral with a value in excess of $250,000; or

(r) the occurrence of a Material Adverse Effect; or

(s) the occurrence of a Change in Control without the Administrative Agent’s (with the consent of the Required Lenders) prior written consent; or

(t) a Loan Party shall fail to observe or perform any covenant contained in Section 6.21 (the “Specified Financial Covenants”), provided that prior to an Event of Default occurring under this Section 7.01(t), Borrower shall be permitted to cure such breach by means of a Specified Contribution in an amount (the “Cure Amount”) that is sufficient to cure the breach of the relevant Specified Financial Covenant(s) (x) in the case of a breach of Section 6.21(a), by increasing the Borrower’s revenue (as determined in accordance with GAAP applied consistently, and calculated for the Borrower and its Subsidiaries on a consolidated basis) as of such day for the Fiscal Month for which such Specified Financial Covenant is being tested and for subsequent periods that include such Fiscal Month (calculated as though the Cure Amount had been contributed on the first day of such Fiscal Month and added to revenue on such date), and (y) in the case of a breach of Section 6.21(b), by increasing the Current Assets for the Fiscal Month for which such Specified Financial Covenant is being tested (with the Cure Amount to be deemed to be additional Current Assets for purposes of determining compliance with such Specified Financial Covenant as of the applicable date (each such cure under clauses (x) and (y), an “Equity Cure”), provided, further that (i) the Borrower shall have provided the Administrative Agent an irrevocable notice of its intention to cure the relevant breach on or before the date of delivery of a Compliance Certificate for the relevant period and shall effect the Equity Cure within five (5) Business Days after the date on which the Compliance Certificate is delivered or required to have been delivered, (ii) the number of all such Equity Cures under this Section shall not exceed three (3) from the Closing Date to the Maturity Date; provided, that, there shall not be more than one (1) Equity Cure applied in any consecutive three (3) fiscal Months, and (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the applicable Specified Financial Covenant for the period then ended.

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Section 7.02. Remedies on Default. During the continuance of an Event of Default, the outstanding principal amount of the Loans shall bear interest at the Default Rate. Upon the occurrence of an Event of Default, the Administrative Agent may, by notice to the Borrower, terminate the Revolving Credit Commitment which shall thereupon terminate, and by notice to the Borrower declare the Revolving Credit Notes (together with accrued interest thereon) to be, and the Revolving Credit Notes and all outstanding Loans, together with accrued interest as provided in this Agreement, shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that if any Event of Default specified in clause (g) or (h) above occurs with respect to a Loan Party or any Material Subsidiary, without any notice to the Borrower or any other act by the Administrative Agent or Lenders, the Revolving Credit Commitment shall thereupon terminate and the Revolving Credit Notes and all outstanding Loans (together with accrued interest thereon) and fees shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding the foregoing, the Administrative Agent and Lenders shall have available to it all rights and remedies provided under the Loan Documents (including, without limitation, the rights of a secured party pursuant to the Security Agreement) and in addition thereto, all other rights at law or equity.

Section 7.03. Application of Proceeds from Collateral. All proceeds from each disposition of, or other realization upon, all or any part of the Collateral by any Lender or the Administrative Agent after an Event of Default arises shall be applied as follows:

(a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full;

(b) second, to the fees, all amounts owed pursuant to Erroneous Payment Subrogation Rights, and other reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(d) fourth, to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;

(e) fifth, to the aggregate outstanding principal amount of the Loans that constitute Obligations, until the same shall have been paid in full, allocated among the Lenders based on their respective Exposure Percentage of the aggregate amount of such Loans; and

(f) sixth, to the extent any proceeds remain, to the Borrower or as otherwise provided by a court of competent jurisdiction.

All amounts allocated pursuant to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders based on their respective Exposure Percentage.

Any prepayment of the Loan shall not affect or limit any Lender’s rights under the Warrants or the Registration Rights Agreement, which shall remain in full force and effect.

ARTICLE VIII. The Administrative Agent

Section 8.01. Appointment of the Administrative Agent.

(a) Each Lender irrevocably appoints X3 as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

(b) It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.

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(i) the Administrative Agent shall accept, hold, administer and (subject to the same having become enforceable) realize or otherwise exercise or refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent:

(A) any security assignment (Sicherungsabtretung), transfer for security purposes (Sicherungsübereignung) or other non-accessory security interest (nicht akzessorische Sicherheit) on a fiduciary basis for itself and for the benefit of the Lenders; and

(B) any Lien, including, for the avoidance of doubt, any right of pledge (Pfandrecht) or other accessory security interest (akzessorischeSicherheit), but other than a security assignment (Sicherungsabtretung), transfer for security purposes (Sicherungsübereignung) or other non-accessory security interest (nicht akzessorische Sicherheit), as a direct representative (direkter Stellvertreter) in the name and on behalf of all Lenders,

in each case, in accordance with such Swiss Security Document and the other Loan Documents;

(ii) each Lender hereby authorizes the Administrative Agent in relation to any Lien other than a security assignment (Sicherungsabtretung), transfer for security purposes (Sicherungsübereignung) or other non-accessory security interest (nicht akzessorische Sicherheit) to:

(A) act on its behalf execute as its direct representative (direkter Stellvertreter) in connection with the preparation, negotiation, execution and delivery of such Swiss Security Documents and the perfection of such Swiss law Lien created or evidenced thereunder;

(B) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law Lien created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Lender;

(C) hold, administer and, if necessary, enforce any such Lien on behalf of each relevant Lender as its direct representative (direkter Stellvertreter) which has the benefit of such Lien;

(D) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Documents;

(E) to effect as its direct representative (direkter Stellvertreter) any release of Lien created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Agreement; and

(F) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Administrative Agent hereunder or under the relevant Swiss Security Document; and

(iii) each Lender which becomes a party to this Agreement after the date hereof ratifies and approves all acts, statements and declarations previously made by the Administrative Agent on behalf of such Lender in relation to the acceptance or creation of any Lien granted or expressed to be granted to such Lender under or pursuant to such Swiss Security Document.

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Section 8.02. Nature of Duties of the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.04); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its branches or Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or its attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.04) or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

Section 8.03. Lack of Reliance on the Administrative Agent. Each of the Lenders, acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking any action under or based on this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender represents and warrants to the Administrative Agent that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender and not for the purpose of investing in the general performance or operations of the Borrower or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security, and each Lender agrees not to assert a claim in contravention of the foregoing such as a claim under the federal or state securities laws. Each Lender represents and warrants to the Administrative Agent that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.

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Section 8.04. Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act unless and until it shall have received instructions from such Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

Section 8.05. Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

Section 8.06. The Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its branches and Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

Section 8.07. Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed) provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United States.

(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

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Section 8.08. Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the IRS or any authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

Section 8.09. The Administrative Agent May File Proofs of Claim.

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, administration, reorganization, arrangement, adjustment, composition, English Insolvency Event, Hong Kong Insolvency Event or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 9.17) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

(b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 9.17.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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Section 8.10. Authorization to Execute Other Loan Documents. Each Lender and hereby authorizes the Administrative Agent to execute on behalf of such Lender all Loan Documents other than this Agreement.

Section 8.11. Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Payment in Full, (ii) that is sold or to be sold as part of or in connection with any disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 9.04. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the applicable Loan Documents pursuant to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Loan Documents, or to release such Loan Party from its obligations under the applicable Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section.

Section 8.12. Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private disposition or sale, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such disposition.

Section 8.13. Erroneous Payments.

(a) If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding paragraph (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this paragraph (a) shall be conclusive, absent manifest error.

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(b) Without limiting immediately preceding paragraph (a), each Lender or any other Person who has received funds on behalf of a Lender hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.13(b).

(c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding paragraph (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding paragraph (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Revolving Credit Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Revolving Credit Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Revolving Credit Commitments which shall survive as to such assigning Lender, and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Revolving Credit Commitments of any Lender and such Revolving Credit Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 8.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender and/or the Payment in Full.

Section 8.14. Parallel Debt (Covenant to pay the Administrative Agent).

(a) Subject to any applicable guarantee limitation and to the extent permitted under applicable law, each Loan Party irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the Lenders, amounts equal to, and in the currency of, any amounts owing from time to time by that Loan Party to the Lenders under the Loan Documents, as and when those amounts are due.

(b) Each Loan Party and the Administrative Agent acknowledge that the payment obligations of each Loan Party under paragraph (a) above (its “Parallel Debt”) is several and is separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to pay amounts owing to the Lender under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party or is liable under paragraph (a) above be limited or affected in any way by its Corresponding Debt, provided that notwithstanding any other provision of this Agreement or the Loan Documents:

(i) the Parallel Debt of each Loan Party shall be automatically decreased and discharged to the same extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;

(ii) the Corresponding Debt of each Loan Party shall be automatically decreased and discharged to the same extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;

(iii) the amount of the Parallel Debt of a Loan Party shall at all times be equal to the amount of its Corresponding Debt; and

(iv) the aggregate amount outstanding owed by the Loan Parties under the Loan Documents (including under this Section 8.14) at any time shall not exceed the amount of the Corresponding Debt at that time.

(c) For the purpose of this Section 8.14, the Administrative Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to the Administrative Agent in its individual capacity. The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this Section 8.14 irrespective of any discharge of such Loan Party’s obligation to pay any Corresponding Debt to the Administrative Agent and/or the Lenders resulting from failure by the Administrative Agent and/or the Lender to take appropriate steps, in insolvency proceedings affecting that Loan Party, to preserve their entitlement to be paid those amounts. The security granted under the Dutch Security Documents to the Administrative Agent to secure the Parallel Debt is granted to the Administrative Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

(d) All moneys received or recovered by the Administrative Agent pursuant to this Section 8.14, and all amounts received or recovered by the Administrative Agent from or by the enforcement of any security created pursuant to the Dutch Security Documents granted to secure the Parallel Debt, shall be applied in accordance with Section 7.03.

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(e) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 8.14 or under any other provision of any Loan Document), each Loan Party acknowledges that:

(i) nothing in this Section 8.14. shall impose any obligation on the Administrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except, if applicable, in its capacity as Lender; and

(ii) for the purpose of any vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or commitment other than, if applicable, those which it has in its capacity as Lender.

ARTICLE IX. MISCELLANEOUS

Section 9.01. Notices. Any notice or other communication hereunder or under this Agreement to any party hereto or thereto shall be by hand delivery, overnight delivery via nationally recognized overnight delivery service, and unless otherwise provided herein shall be deemed to have been given or made when delivered or emailed to the party at its address specified below (or at any other address that the party may hereafter specify to the other parties in writing):

(a) If to the Borrower:

Perfect Moment Ltd.

244 5^th^ Ave Ste 1219

New York, New York 10001

U.S.A.

Attention: Chath Weerasinghe, Chief Financial and Operations Officer

Email: chath@perfectmoment.com

With a copy that shall not constitute notice to:

Loeb & Loeb LLP

Attn: Peter Beardsley

345 Park Avenue

New York, NY 10154

212-407-4278

pbeardsley@loeb.com

(b) If to the Administrative Agent:

X3 Higher Moment Fund LLC

3033 Excelsior Blvd #345

Minneapolis MN 55416

Attention: Matthew Morgan

Email: matt@X3CMLLC.com

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Section 9.02. No Waivers. No failure or delay by the Administrative Agent, Lenders or the Borrower in exercising any right, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.03. Expenses; Documentary Taxes. The Borrower shall pay (i) all documented out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of counsel for the Administrative Agent and Lenders, in connection with any waiver or consent hereunder or any amendment hereof or any actual or alleged Default hereunder; and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Lender, including reasonable fees and disbursements of counsel, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom, including documented out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. The Borrower shall indemnify the Administrative Agent and Lenders against any transfer taxes, documentary taxes, assessments or charges made by any Authority by reason of the execution and delivery of this Agreement or the other Loan Documents. Notwithstanding anything to the contrary in this Section 9.03, in no case shall Borrower be required to pay for, or reimburse Administrative Agent and Lenders for, any costs, expenses, transfer taxes, documentary taxes, assessments or charges made by any Authority incurred prior to the date of this Agreement or incurred in connection with any deliverables prepared and delivered after the date of this Agreement, but required by the terms of this Agreement to be delivered (other than any such deliverables prepared or delivered in connection with the enforcement of any Loan Document after an Event of Default has occurred or any situation (including any workout or restructuring) related to a Loan Party’s failure to comply with the terms of any Loan Document (including, without limitation, the reasonable fees, charges and disbursements of financial advisors and/or restructuring consultants of the Administrative Agent), in each case which, for the avoidance of doubt, shall be paid by Borrower as set forth in this Section 9.03).

Section 9.04. Amendments and Waivers.

(a) No failure or delay by the Administrative Agent, or any Lender in exercising any right or power hereunder or under any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default or Event of Default at the time.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 7.02 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, or (ii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 7.02 and (y) in addition to the matters set forth in clause (ii) of the preceding proviso and subject to Section 2.10, any Lender, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

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(b) Except as otherwise provided in this Agreement, no amendment or waiver of any provision of this Agreement or of the other Loan Documents nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, in addition to the consent of the Required Lenders, no amendment, waiver or consent shall:

(i) increase the Revolving Credit Commitment of any Lender without the written consent of such Lender;

(ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than to waive any Default or Event of Default or obligation of the Borrower to pay the Default Rate, which shall only require the consent of the Required Lenders), or reduce any fees or other amounts payable hereunder, without the written consent of each Lender affected thereby;

(iii) postpone the date fixed for any payment (other than a mandatory prepayment) of any principal of, or interest on, any Loan or any fees or other amounts hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Revolving Credit Commitment, without the written consent of each Lender affected thereby;

(iv) (A) change Section 2.10(b) or 2.10(c) in a manner that would alter the sharing of payments required thereby, (B) change Section 2.09 in a manner that would alter the sharing of Revolving Credit Commitment reductions required thereby, (C) change Section 7.02 in a manner that would alter the sharing of payments or the order of application required thereby or (D) change any other provision of this Agreement or any of the other Loan Documents that addresses the matters described in clause (A), (B) or (C) or permit any action which would directly or indirectly have the effect of amending any of the provisions described in this clause (iv), in each case without the written consent of each Lender;

(v) change any of the provisions of this paragraph (b) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender;

(vi) [reserved];

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(vii) release all or substantially all of the Guarantors, or limit the liability of such Guarantors, under the Guaranty Agreement, without the written consent of each Lender;

(viii) release all or substantially all Collateral securing any of the Obligations, without the written consent of each Lender; or

(ix) subordinate, or have the effect of subordinating, (A) the Obligations to any other Debt or (B) except as otherwise permitted under Section 8.11 (as in effect on the Closing Date), the Liens securing the Obligations to Liens securing other Debt, in each case, without the written consent of each Lender affected thereby;

provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent without the prior written consent of such Person.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Revolving Credit Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 3.02, 3.03 and 9.17), such Lender shall have no other commitment or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement any Loan Document to cure any obvious error, ambiguity, omission, mistake, defect or inconsistency or any error or omission of a technical nature.

Section 9.05. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 9.05(b), (ii) by way of participation in accordance with the provisions of Section 9.05(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.05(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.05(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitments, and Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitments, and Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and

(B) in any case not described in Section 9.05(b)(i)(A), the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $500,000 and in minimum increments of $50,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitments assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 9.05(b)(i)(B) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within three (3) Business Days after having received notice thereof; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to a Lender or an Affiliate of such Lender.

(iv) Assignment and Acceptance. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance and (B) a processing and recordation fee of $3,500;

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

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(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.02, 3.03 and 9.17 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.

(c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in Minnesota a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall serve as the Borrower’s agent solely for tax purposes and solely with respect to the actions described in this Section, and the Borrower hereby agrees that, to the extent X3 serves in such capacity, X3 and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower, or the Administrative Agent sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Revolving Credit Commitment of such Lender; (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder; (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Revolving Credit Commitment; (iv) change Section 2.10(b) or 2.10(c) in a manner that would alter the sharing of payments required thereby; (v) change any of the provisions of Section 9.04(b) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (vi) release all or substantially all of the Guarantors, or limit the liability of such Guarantors, under the Guaranty Agreement; or (vii) release all or substantially all of the Collateral. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.02 and 3.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.17 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Borrower and the Administrative Agent shall have inspection rights to such Participant Register (upon reasonable prior notice to the applicable Lender) solely for purposes of demonstrating that such Loans or other obligations under the Loan Documents are in “registered form” for purposes of the Code. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) A Participant shall not be entitled to receive any greater payment under Sections 3.02 and 3.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Sections 3.03(b) as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.06. Board Rights. For so long as any of the Loan or the X3 Warrants are outstanding, X3 will have the right to appoint one non-voting observer (the “Lender Board Observer”) to each board of management, or similar governing body, of the Borrower and each of its subsidiaries. The Lender Board Observer will be entitled to receive copies of all materials prepared for such meetings at the same time and in the same manner as such materials are distributed to the respective board members.

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Section 9.07. Warrants.

(a) Additional Warrants. Upon consummation of the New Lender Equity Investment, additional warrants to purchase equity of the Borrower at a price per share equal to $0.46822 (the “Additional Warrants”) shall be issued to X3 sufficient to provide X3 with an aggregate of 18.0% of the outstanding equity of the Borrower on a fully-diluted basis which shall take into account, without limitation, the New Lender Equity Investment.

(b) New Lender Warrants. In connection with the New Lender Equity Investment, upon the New Lender’s request, such New Lender shall be issued warrants to purchase additional equity of the Borrower at a price per share equal to $0.40 (the “New Lender Warrants”) sufficient to provide the New Lender with an aggregate of 19.9% of the outstanding equity of the Borrower on a fully-diluted basis.

(c) Terms. The terms of the Additional Warrants and the New Lender Warrants shall be identical to the terms of those certain warrants to subscribe for, and purchase and receive, common stock of the Borrower held by X Cubed Capital Management LLC and/or one or more of its affiliates as of the Closing Date (the “Original Warrants”, and together with the Additional Warrants, the “X3 Warrants”), and such Additional Warrants will not contain any anti-dilution rights other than those typically included to address a stock split or similar transaction.

Section 9.08. Confidentiality. The Administrative Agent and Lenders agree to exercise its best efforts to keep any information delivered or made available by the Borrower to it which is clearly indicated to be confidential information, confidential from anyone other than persons employed or retained by the Administrative Agent and Lenders who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided, however, that nothing herein shall prevent the Administrative Agent or any Lender from disclosing such information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over the Administrative Agent or such Lender, (iii) which has been publicly disclosed, (iv) to the extent reasonably required in connection with any litigation to which the Administrative Agent, any Lender or their respective Affiliates may be a party, (v) to the extent reasonably required in connection with the exercise of any remedy hereunder, (vi) to the Administrative Agent or any Lender’s legal counsel and independent auditors and (vii) to any actual or proposed participant, assignee or other transferee of all or part of its rights hereunder which has agreed in writing to be bound by the provisions of this Section.

Section 9.09. Interest Limitation. Notwithstanding any other term of this Agreement or any other Loan Document, the maximum amount of interest which may be charged to or collected from any person liable hereunder or under any Revolving Credit Note by any Lender shall be absolutely limited to, and shall in no event exceed, the maximum amount or interest which could lawfully be charged or collected under applicable law (including the usury laws of the State of New York and, to the extent applicable, the provisions of section 5197 of the Revised Statutes of the United States of America, as amended, 12 U.S.C. §85, as amended), so that the maximum of all amounts constituting interest under applicable law, howsoever computed, shall never exceed as to any Person liable therefor such lawful maximum, and any term of this Agreement or any other Loan Document which could be construed as providing for interest in excess of such lawful maximum shall be and hereby is made expressly subject to and modified by the provisions of this paragraph.

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Section 9.10. Governing Law. This Agreement and the other Loan Documents, unless provided otherwise therein, shall be construed in accordance with and governed by the law of the State of New York without regard to the conflicts of law principles of any jurisdiction. This Agreement and the other Loan Documents are intended to be effective as instruments executed under seal.

Section 9.11. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 9.12. Consent to Jurisdiction. The Borrower (a) submits to personal jurisdiction in the State of New York, the courts thereof and the United States District Courts sitting therein, for the enforcement of this Agreement and the other Loan Documents, unless provided otherwise therein, (b) waives any and all personal rights under the law of any jurisdiction to object on any basis (including, without limitation, inconvenience of forum) to jurisdiction or venue within the State of New York for the purpose of litigation to enforce this Agreement or the other Loan Documents, and (c) agrees that service of process may be made upon it in the manner prescribed in Section 9.01 for the giving of notice to the Borrower.

Section 9.13. Severability. If any provisions of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable.

Section 9.14. Captions. Captions in this Agreement are for the convenience of reference only and shall not affect the meaning or interpretation of the provisions hereof.

Section 9.15. Waiver of Certain Defenses. To the fullest extent permitted by applicable law, upon the occurrence of any Event of Default, neither the Borrower nor anyone claiming by or under the Borrower will claim or seek to take advantage of any law requiring the Administrative Agent to attempt to realize upon any Collateral or collateral of any surety or guarantor, or any appraisement, evaluation, stay, extension, homestead, redemption or exemption laws now or hereafter in force in order to prevent or hinder the enforcement of this Agreement. The Borrower, for itself and all who may at any time claim through or under it, hereby expressly waive to the fullest extent permitted by law the benefit of all such laws. All rights of the Administrative Agent, Lenders and all obligations of the Borrower hereunder shall be absolute and unconditional irrespective of (i) any change in the time, manner or place of payment of, or any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any provision of the Loan Documents, or (ii) any exchange, release or non-perfection of any other collateral given as security for the Obligations, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations.

Section 9.16. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 9.17. Indemnification. The Borrower shall indemnify the Administrative Agent, Lenders and its Affiliates and the partners, directors, officers, employees, agents and advisors of the Administrative Agent, Lenders and Administrative Agent and Lenders’ Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Authority or other third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan, or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding (including any workout or restructuring) relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment or arbitral award in its favor on such claim as determined by a court or arbitrator of competent jurisdiction or (z) stem from litigation among Indemnitees. This indemnification shall survive and continue for the benefit of the Indemnitees at all times after the payment in full of the Loans.

Section 9.18. Electronic Transmission of Data. The Administrative Agent, Lenders and the Loan Parties agree that certain data related to the Loans (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet to the parties, the parties’ affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement. The Loan Parties acknowledge and agree that (a) there are risks associated with the use of electronic transmission and that the Administrative Agent and Lenders do not control the method of transmittal or service providers; (b) the Administrative Agent and Lenders have no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission; and (c) the Loan Parties will release, hold harmless and indemnify the Administrative Agent and Lenders from any claim, damage or loss, including that arising in whole or part from the Administrative Agent or Lenders’ strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

Section 9.19. Electronic Imaging. This Agreement and the Loan Documents (collectively, the “Documents”) may be scanned into an optical retrieval system and the original Documents may be destroyed. By signing this Agreement, the Loan Parties agree that a copy from the optical retrieval system of any of the Documents, including without limitation, any note and/or any guaranty agreement, shall have the same legal force and effect as an original and can be used in the place of an original in all circumstances and for all purposes, including but not limited to negotiation, collection, legal proceeding or authentication. The parties hereto agree that delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement or such Loan Document, as the case may be. The words “execution”, “signed”, “signature”, “delivery”, and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act. The Administrative Agent and Lenders may rely on any such electronic signatures without further inquiry.

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Section 9.20. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 9.21. Currency Indemnity. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day immediately preceding the day on which the judgment is given and the date of receipt by Administrative Agent of the amount due, the Borrower shall, on the date of receipt by Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by Administrative Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by Administrative Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which Administrative Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrower shall indemnify and save Administrative Agent and Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

[Theremainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the year and day first above written.

BORROWER:
PERFECT MOMENT LTD.
By:	/s/ Chath Weerasinghe
Name:	Chath<br> Weerasinghe
Title:	Chief<br> Financial and Operations Officer
GUARANTORS:
---	---
PERFECT MOMENT (UK) LIMITED
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian<br> Alexander Gottschalk
Title:	Director
PERFECT MOMENT INTERNATIONAL AG
---	---
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian<br> Alexander Gottschalk
Title:	Director
PERFECT MOMENT USA INC.
---	---
By:	/s/ Chath Weerasinghe
Name:	Chath<br> Weerasinghe
Title:	Chief<br> Financial and Operations Officer
PERFECT MOMENT ASIA LIMITED
---	---
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian<br> Alexander Gottschalk
Title:	Director
ADMINISTRATIVE AGENT:
---	---
X3 Higher Moment Fund LLC
By:	/s/ Andrew Redleaf
Name:	Andrew<br> Redleaf
Title:	Managing<br> Member
LENDERS:
---	---
X3 HIGHER MOMENT FUND LLC
By:	/s/ Andrew Redleaf
Name:	Andrew Redleaf
Title:	Managing<br> Member
KRANE CAPITAL LLC
---	---
By:	/s/ Jennifer Krane
Name:	Jennifer<br> Krane
Title:	Vice<br> President

EXHIBIT A

Form of Compliance Certificate

[_________ ____, 20__]

In accordance with the terms of that certain Loan Agreement, dated as of March 30, 2026 (“Loan Agreement”; capitalized terms used herein but not defined shall have the meanings ascribed therein), between PERFECT MOMENT LTD., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders, and X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders, I hereby certify, in my capacity as Chief Financial Officer of the Borrower and not individually, that:

1.	I<br> am the duly appointed [Chief Financial and Operations Officer] of the Borrower;
2.	The<br> enclosed financial statements are prepared in accordance with the requirements of the Loan<br> Agreement;
---	---
3.	No<br> Default or Event of Default has occurred as of the end of the applicable fiscal [month][year]<br> (or, if a Default or Event of Default occured, the details thereof and the action which the<br> Borrower is taking or proposes to take with respect thereto are set forth below);
---	---
4.	The<br> Borrower is in compliance with the financial covenants set forth in Section 6.21 of the Loan<br> Agreement, as demonstrated by the calculations contained in Schedule 1, attached hereto;
---	---
Certified<br>as of the date set forth above.
---	---
PERFECT MOMENT LTD.
	(SEAL)
Name:
Title:

Schedule I

Commitment Schedule

Lender	Revolving Credit Commitment
X3 Higher Moment Fund LLC	$	6,000,000.00
Krane Capital LLC	$	4,000,000.00
Total	$	10,000,000.00

Exhibit10.2

ExecutionVersion

GUARANTYAGREEMENT

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 Agreement”), each hereby, jointly and severally, absolutely and unconditionally guarantees the full and prompt payment to the Administrative Agent (for the benefit of the Lenders), when due (whether at maturity, upon acceleration or otherwise) and at all times thereafter, of any and all indebtedness, obligations and liabilities of the Debtor and each Guarantor to the Administrative Agent and any Lender, whether now existing or hereafter created or arising, whether direct or indirect, absolute or contingent, joint or several, and howsoever owned, held or acquired, arising or evidenced by any of the following:

(1)	all<br> obligations of Debtor pursuant to that certain Loan Agreement, dated as of even date herewith (the “Loan Agreement”),<br> by and among the Debtor, the Guarantors, the lenders from time-to-time party thereto (the “Lenders”), and the<br> Administrative Agent and any renewals, amendments and restatements, modifications or extensions thereof;
(2)	the<br> principal indebtedness evidenced by each promissory note of Debtor payable to a Lender (collectively, the “Notes”)<br> evidencing the maximum principal indebtedness of the Debtor to such Lender under the Revolving Credit Commitments, together with<br> interest on the unpaid principal both before and after maturity as set forth in such Note, being incorporated herein by reference<br> as fully and particularly as if set out verbatim herein;
(3)	all<br> obligations of Debtor pursuant to any and all renewals, amendments and restatements, modifications, or extensions, in whole or in<br> part, of any of the Notes; and
(4)	all<br> obligations of Debtor pursuant to any other agreement, document or instrument evidencing or securing the payment of the indebtedness<br> evidenced by the Loan Agreement or the Note, and all renewals, amendments and restatements, modifications, or extensions of any such<br> agreement, document or instrument;

(the obligations included in clauses (1) – (4) above, the “Loan Obligations”)

together with all expenses, legal and/or otherwise (including court costs and attorney’s fees) (“Collection Expenses”) incurred by the Administrative Agent and/or Lenders in collecting or endeavoring to collect the indebtedness evidenced and secured, respectively, by the Loan Agreement, the Notes or any other Loan Document (or any renewals, amendments and restatements, modifications, amendments or extensions of any thereof, in whole or in part), or any part of said indebtedness, in protecting any collateral, and in enforcing this Guaranty Agreement (the Loan Obligations and the Collection Expenses hereinafter collectively referred to as the “Indebtedness”).

THIS GUARANTY AGREEMENT SHALL BE A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY, and shall remain in full force and effect until the Indebtedness (and interest thereon and expenses in connection therewith), and all renewals, amendments and restatements, modifications, or extensions thereof, in whole or in part, shall have been fully paid and satisfied, regardless of any intermediate payment or discharge in whole or in part. THIS IS A GUARANTY OF PAYMENT AND PERFORMANCE, AND NOT OF COLLECTION.

English Limitations*.* If any discharge, release or arrangement (whether in respect of the obligations of any Guarantor or any security for those obligations or otherwise) is made by the Administrative Agent (on behalf of the Lenders) in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor pursuant to this Guaranty Agreement will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Each Guarantor waives any right it may have of first requiring the Administrative Agent (on behalf of the Lenders) (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Guaranty Agreement. This waiver applies irrespective of any law or any provision in the Loan Agreement, the Notes or other Loan Documents to the contrary.

Until all amounts which may be or become payable by the Guarantors under or in connection with the Loan Agreement, the Notes or other Loan Documents have been irrevocably paid in full, the Administrative Agent (on behalf of the Lenders) (or any trustee or agent on its behalf) may refrain from applying or enforcing any other moneys, security or rights held or received by Administrative Agent (on behalf of the Lenders) (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Guaranty Agreement.

Swiss Limitations. Notwithstanding any provision to the contrary in this Guaranty Agreement or any other Loan Document, if and to the extent PMI becomes directly or indirectly liable under this Guaranty Agreement or any other Loan Document (including security agreements entered into by PMI) for obligations of any other Loan Party (other than the wholly owned direct or indirect subsidiaries of PMI) under any Loan Document, (the “Restricted Obligations”) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by PMI or would otherwise be restricted under Swiss law and practice then applicable, PMI’s aggregate liability for Restricted Obligations shall not exceed the amount of PMI’s freely disposable equity (freiverfügbares Eigenkapital) at the time it becomes liable, including, without limitation, any statutory reserves which can be transferred into unrestricted, distributable reserves, in accordance with Swiss law (the “Freely Disposable Amount”), provided that:

(1)

this limitation shall only apply to the extent it is a requirement under applicable law at the time (a) PMI is required to perform Restricted Obligations under this Guaranty Agreement or any other Loan Document and (b) such limitation shall not free PMI from its obligations in excess of the Freely Disposable Amount, but merely postpone the performance date thereof until such times when PMI has again Freely Disposable Amount if and to the extent such Freely Disposable Amount is available;

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| --- | | (2) | if the enforcement of the Restricted Obligations would be limited due to the effects referred to in clause (1) of this paragraph (Swiss Limitations), PMI shall further, to the extent permitted by applicable law and Swiss accounting standards and upon request by the Administrative Agent and/or a Lender, (a) write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not necessary for PMI’s business (nicht betriebsnotwendig), (b) reduce its share capital to the minimum allowed under then applicable law, and/or (c) convert statutory reserves into freely available reserves to the extent such statutory reserves do not need to be maintained by Swiss mandatory law; and | | --- | --- | | (3) | PMI shall take and cause to be taken all and any action, including, without limitation, (a) the passing of any shareholders’ resolutions to approve any payment or other performance under this Guaranty Agreement or any other Loan Document, (b) the provision of an audited interim balance sheet, (c) the provision of a determination by PMI of the Freely Disposable Amount based on such audited interim balance sheet, (d) the provision of a confirmation from the auditors of PMI that a payment of PMI under this Guaranty Agreement or any other Loan Document in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves and (e) all and any other action required by the Administrative Agent and/or a Lender, acting reasonably, in order to allow a prompt payment of amounts owed by PMI under this Guaranty Agreement or any other Loan Document as well as the performance by PMI of other obligations under this Guaranty Agreement or any other Loan Document with a minimum of limitations. |

If so required under applicable law (including tax treaties) at the time it is required to make a payment under this Guaranty Agreement or any other Loan Document, PMI:

(1)	shall<br> use its reasonable efforts to ensure that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of<br> Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including<br> tax treaties) rather than payment of the tax;
(2)	shall<br> deduct the Swiss Withholding Tax at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure<br> pursuant to clause (1) of this paragraph does not apply or shall deduct the Swiss Withholding Tax at the reduced rate resulting after<br> discharge of part of such tax by notification if the notification procedure pursuant to clause (1) of this paragraph applies for a<br> part of the Swiss Withholding Tax only and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration;<br> in the event where this provision would apply to the enforcement of a security interest granted by PMI, the Administrative Agent shall<br> deduct from the enforcement proceeds of such security interest the Swiss Withholding Tax, pay such tax to the Swiss Federal Tax Administration<br> and shall provide PMI with evidence that such payment has been made; and
(3)	shall<br> promptly notify the Administrative Agent and the Lenders that such notification or, as the case may be, deduction has been made and<br> provide the Administrative Agent and the Lenders with evidence that such a notification of the Swiss Federal Tax Administration has<br> been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration.

(1)

shall use its reasonable efforts to ensure that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax;

(2)

shall deduct the Swiss Withholding Tax at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure pursuant to clause (1) of this paragraph does not apply or shall deduct the Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to clause (1) of this paragraph applies for a part of the Swiss Withholding Tax only and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; in the event where this provision would apply to the enforcement of a security interest granted by PMI, the Administrative Agent shall deduct from the enforcement proceeds of such security interest the Swiss Withholding Tax, pay such tax to the Swiss Federal Tax Administration and shall provide PMI with evidence that such payment has been made; and

(3)

shall promptly notify the Administrative Agent and the Lenders that such notification or, as the case may be, deduction has been made and provide the Administrative Agent and the Lenders with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration.

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In the case of a deduction of Swiss Withholding Tax, PMI and any other relevant Loan Party shall use its best efforts to ensure that any person that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment under this Guaranty Agreement or any other Loan Document, will, as soon as possible after such deduction:

(1)	request<br> a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and
(2)	pay<br> to the Administrative Agent and/or the Lenders, as applicable, upon receipt any amount so refunded,

and in each case the Administrative Agent shall co-operate with PMI to secure such refund.

Each Guarantor further agrees that all payments to be made hereunder shall be made without setoff or counterclaim and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein (“Taxes”). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or Lenders hereunder, the amounts so payable to the Administrative Agent or Lenders, as applicable, shall be increased to the extent necessary to yield to the Administrative Agent or Lenders, as applicable, (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid by a Guarantor, as promptly as possible thereafter, such Guarantor shall send the Administrative Agent an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Administrative Agent

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The Administrative Agent is hereby expressly authorized to make from time to time, without notice to anyone (including, without limitation, any Guarantor): any renewals, amendments and restatements, modifications or extensions with respect to the Loan Documents, whether such renewals, amendments and restatements, modifications or extensions be in whole or in part and without limit as to the number of such extensions or of the renewal periods thereof, and without notice to or further assent from the undersigned, sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the collateral pledged to secure the Indebtedness or any part of the Indebtedness, either express or implied, or of any contracts or instruments evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or other guaranties upon any of the Indebtedness; and the liability of the Guarantors shall not be in any manner affected, diminished or impaired thereby, or by any lack of diligence, failure, neglect or omission on the part of the Administrative Agent to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of the Indebtedness, or any collateral or security therefor, or to exercise any lien upon or right of appropriation or setoff of any moneys, accounts, credits, or property of Debtor, possessed by the Administrative Agent, towards the liquidation of the Indebtedness, or by any application of payments or credits thereon. The Administrative Agent shall have the exclusive right to determine how, when and what application of payments and credits, if any, shall be made on the Indebtedness, or any part thereof, and shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against Debtor, or any one or more other guarantors of the Indebtedness, or other persons, entities or corporations, their properties or estates, or to resort to or exhaust its remedies against, any collateral, security, property, liens or other rights whatsoever. It is expressly agreed that the Administrative Agent may at any time make demand for payment on, or bring suit against any Guarantor or any other guarantors, may compound with any Guarantor or any other guarantor for such sums or on such terms as the Administrative Agent may see fit and release any Guarantor or any other guarantor from all further liability to the Administrative Agent, without thereby impairing the rights of the Administrative Agent in any respect to demand, sue for and collect the balance of the Indebtedness from any guarantor (including any Guarantor) not so released; and that any claims against Debtor, against any other guarantor, or against any collateral, accruing to any Guarantor by reason of payments made hereunder shall be in all respects junior and subordinate to any obligation then or subsequently owed by the Debtor or by such other guarantor to the Administrative Agent, on behalf of the Lenders. No set-off, claim, reduction, or diminution of any obligation or defense of any kind or nature, which any Guarantor or Debtor has or may have against Administrative Agent or a Lender, shall be available hereunder to such Guarantor against Administrative Agent or Lenders. As security for the undertakings and obligations of each Guarantor hereunder, each Guarantor expressly grants and gives to the Administrative Agent and Lenders a right of immediate setoff, without demand or notice, of the balance of every deposit account, now or at any time hereafter existing, of such Guarantor with the Administrative Agent or a Lender.

The granting of credit from time to time by the Administrative Agent on behalf of the Lenders to Debtor, in excess of the amount (if any) to which right of recovery under this Guaranty Agreement is limited and without notice to any Guarantor, is hereby expressly authorized and shall in no way affect or impair this Guaranty Agreement; and, in the event that the obligations of the Debtor to Administrative Agent on behalf of the Lenders shall so exceed the amount (if any) to which this Guaranty Agreement is limited, any payment by Debtor or any collections or recovery by the Administrative Agent from any sources other than this Guaranty Agreement may first be applied by the Administrative Agent to any obligations of Debtor which exceed the limits of this Guaranty Agreement (if any).

No Guarantor will exercise any rights that such Guarantor may acquire by way of subrogation or otherwise under this Guaranty Agreement, by any payment made hereunder or otherwise, until all of the Indebtedness shall have been paid in full and unless the Administrative Agent otherwise directs. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all the Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Indebtedness.

Notwithstanding any provision of the preceding paragraph to the contrary, if at any time any Guarantor is or becomes an “insider” (as defined from time to time in Section 101 of the Federal Bankruptcy Code) with respect to Debtor, then such Guarantor irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification, reimbursement or any similar rights against Debtor with respect to this Guaranty Agreement, whether such rights arise under an express or implied contract or by operation of law, it being the intention of the parties that, such Guarantor shall not be deemed to constitute a “creditor” (as defined in Section 101 of the Federal Bankruptcy Code) of Debtor, by reason of the existence of this Guaranty Agreement in the event that Debtor becomes a debtor in any proceeding under the Federal Bankruptcy Code.

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This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment of any of the obligations under the Notes or any security therefor, or any part thereof, is rescinded or must otherwise be restored or returned by Administrative Agent or Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Debtor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Debtor or any substantial part of its property, or otherwise, all as though such payments had not been made.

Notwithstanding any other provision of this Guaranty Agreement to the contrary, if the obligations of any Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor’s liability under this Guaranty Agreement, then notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of such liability shall, without any further action by such Guarantor or any other person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

No act of commission or omission of any kind, or at any time, on the part of the Administrative Agent in respect of any matter whatsoever shall in any way affect or impair this Guaranty Agreement. This Guaranty Agreement is in addition to and not in substitution for or discharge of any other guaranty held by the Administrative Agent. Each Guarantor waives any rights of action the Guarantors might have against the Administrative Agent or Lenders because of the exercise by the Administrative Agent or Lenders in any manner howsoever of any rights granted to the Administrative Agent or Lenders herein.

The obligations of the Administrative Agent and Lenders under the Loan Agreement shall conclusively be deemed to have been created, contracted, or incurred in reliance upon this Guaranty Agreement, and all dealings between Debtor and the Administrative Agent and Lenders shall likewise be conclusively presumed to have been undertaken or consummated in reliance upon this Guaranty Agreement. Each of the Guarantors expressly waives: (a) notice of acceptance of this Guaranty Agreement and of all extensions of credit to the Debtor; (b) presentment and demand for payment of the Notes or of payment or performance under the Loan Agreement or the other Loan Documents; (c) protest and notice of dishonor or of default to any of the undersigned or to any other party with respect to any Note or with respect to any security therefor or with respect to the other Loan Documents; (d) any diligence in collecting the Notes or this Guaranty Agreement, or any failure to properly record any document or any other lack of due diligence by the Administrative Agent or Lenders in creating, perfecting, or with respect to the other Loan Documents, of protecting or realizing upon any security therefor; (e) any duty or obligation on the part of the Administrative Agent or Lenders to ascertain the validity, extent or nature of any security for the Notes, or any insurance or other rights respecting such security, or the liability of any party primarily or secondarily liable for payment of the Notes, or liable upon any security therefor, or to take any steps or action to safeguard, protect, handle, obtain or convey information respecting, or otherwise follow in any manner, any such security, insurance or other rights; (f) any duty or obligation on the Administrative Agent or Lenders to proceed to collect payment of the Notes from, or to commence an action against, the Debtor or any other person, or to resort to any security or to any balance of any deposit account or credit on the books of the Administrative Agent or Lenders in favor of Debtor or any other person, despite any notice or request of any of the undersigned to do so; (g) any modifications of the Loan Documents or any obligation of Debtor relating to the Indebtedness by operation of law or by action of any court; (h) all other notices to which any of the undersigned might otherwise be entitled; (i) any defense relative to the financial condition of Debtor whether or not such Guarantor is familiar therewith; (j) demand for payment or performance under this Guaranty Agreement; (k) any failure of the Administrative Agent or Lenders to commence action against Debtor or any other Person or entity (including, without limitation, other guarantors, if any); (l) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (m) the inaccuracy of any representation or other provision contained in any Loan Document; (n) any sale or assignment of the Loan Documents, in whole or in part; (o) any sale or assignment by Debtor of the collateral, or any portion thereof, whether or not consented to by the Administrative Agent or Lenders; (p) deficiencies in the collateral or any deficiency in the ability of the Administrative Agent or Lenders to collect or obtain performance from any persons or entities now or hereafter liable for the payment or performance of any obligation hereby guaranteed; and (q) any lack of commercial reasonableness in dealing with collateral.

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Each Guarantor hereby represents and warrants to the Administrative Agent and Lenders that such Guarantor has, independently and without reliance upon the Administrative Agent or Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty Agreement. Each Guarantor assumes full responsibility for keeping fully informed of the financial condition of the Debtor and all other circumstances affecting the Debtor’s ability to perform its obligations to the Administrative Agent and Lenders, and agrees that the Administrative Agent and Lenders will have no duty to report to such Guarantor any information that the Administrative Agent or Lenders receive about the Debtor’s financial condition or any circumstances bearing on the Debtor’s ability to perform all or any portion of the Indebtedness, regardless of whether the Administrative Agent or any Lender has reason to believe that any such facts materially increase the risk beyond that which such Guarantor intends to assume or has reason to believe that such facts are unknown to such Guarantor or has a reasonable opportunity to communicate such facts to such Guarantor.

All notices and other communications provided for hereunder (except for routine informational communications) shall be in writing and shall be mailed, certified mail, return receipt requested, sent by recognized national overnight courier service, or delivered, if to the Guarantors, to Perfect Moment Ltd., 244 5th Ave Ste 1219, New York, New York 10001, U.S.A., Attention: Chath Weerasinghe, Chief Financial and Operations Officer, Email: chath@perfectmoment.com, and if to the Administrative Agent, to X Higher Moment Fund LLC, 3033 Excelsior Blvd #345, Minneapolis, Minnesota 55416 or as to any such person at such other address as shall be designated by such person in a written notice to the other parties hereto complying as to delivery with the terms of this paragraph. All such notices and other communications shall be deemed to have been given or made when delivered or emailed to the party at its address specified above (or at any other address that the party may hereafter specify to the other parties in writing).

If the Administrative Agent employs counsel to enforce this Guaranty Agreement by suit or otherwise, the Guarantors will reimburse the Administrative Agent, upon demand, for all reasonable expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees), whether or not suit is actually instituted.

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Each of the Guarantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided under the Loan Agreement, for the mutual benefit, directly and indirectly, of each of the Guarantors and in consideration of the undertakings of each of the Guarantors to accept joint and several liability for the obligations of each of them. Each of the Guarantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Guarantors with respect to the payment and performance of all of the obligations arising under this Guaranty Agreement, it being the intention of the parties hereto that all such obligations shall be the joint and several obligations of each of the Guarantors without preferences or distinction among them.

Each Guarantor irrevocably: (a) agrees that the Administrative Agent or any other holder or holders of the Indebtedness may bring suit, action, or other legal proceedings arising out of this Guaranty Agreement or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States District Courts sitting in New York, but shall not be restricted to such courts; (b) consents to the jurisdiction of each such court in any such suit, action, or proceeding; and (c) waives any objection which any Guarantor may have to the laying of the venue of any such suit, action, or proceeding in any of such courts.

This Guaranty Agreement shall be binding upon each Guarantor and its respective successors and assigns, as fully as though everywhere specifically mentioned, and shall inure to the benefit of the Administrative Agent, and its successors and assigns; provided that no Guarantor may, without the prior written consent of the Administrative Agent, assign or otherwise transfer any of its rights or obligations under this Guaranty Agreement. This Guaranty Agreement shall be governed by and construed according to the laws of the State of New York without regard to the conflicts of laws principles of any jurisdiction. The Administrative Agent shall have the right to assign its rights hereunder pursuant to Section 8.07 of the Loan Agreement.

If any provision hereof is invalid or unenforceable, the remaining provisions hereof shall not be affected by such invalidity or unenforceability. Each term and provision contained herein shall, however, be valid and enforceable to the fullest extent permitted by applicable law.

In the event of an inconsistency or contradiction between the provisions of this Guaranty Agreement and those of the Loan Agreement, the provisions of this Guaranty Agreement shall prevail.

Capitalized terms used in this Guaranty Agreement that are defined in the Loan Agreement shall have the meanings assigned to them therein unless otherwise defined in this Guaranty Agreement.

Each Guarantor acknowledges that this Guaranty Agreement is and shall be effective against such Guarantor upon execution by such Guarantor, and delivery hereof to the Administrative Agent, or its agent; and that it shall not be necessary for the Administrative Agent to execute any acceptance hereof or otherwise to signify or express its acceptance hereof.

EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

This Guaranty Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Guaranty Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Guaranty Agreement.

[Theremainder of this page is intentionally left blank.]

[Signature Page to Subsidiary Guaranty Agreement]

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IN WITNESS WHEREOF, each Guarantor has executed this Guaranty Agreement as of the date first set forth above.

PERFECT MOMENT (UK) LIMITED
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian Alexander Gottschalk
Title:	Director
PERFECT MOMENT INTERNATIONAL AG
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian<br>Alexander Gottschalk
Title:	Director
PERFECT MOMENT ASIA LIMITED
By:	/s/ Maximilian Alexander Gottschalk
Name:	Maximilian Alexander Gottschalk
Title:	Director
PERFECT MOMENT USA INC.
By:	/s/ Chath Weerasinghe
Name:	Chath Weerasinghe
Title:	Chief Financial and Operations Officer

[Signature Page to Subsidiary Guaranty Agreement]

Exhibit 10.3

Execution Version

GENERALSECURITY AGREEMENT

THIS GENERAL SECURITY AGREEMENT (as supplemented, modified, reviewed, extended 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 “Borrower”), PERFECT MOMENT USA INC., a Delaware corporation (“PMUSA)”, with the Borrower, from time to time referred to herein collectively, jointly and severally, as the “Grantors” and each, individually, as a “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”).

R E C I T A L S:

A. The Lenders have agreed to extend credit to the Borrower pursuant to the terms of that certain Loan Agreement dated of even date herewith among the Borrower, the Guarantors (as defined therein) party thereto, the lenders from time to time party thereto (the “Lenders”) and the Secured Party, as Administrative Agent (such agreement as it may be amended, restated, or otherwise modified from time to time is referred to herein as the “Loan Agreement”).

B. The execution and delivery of this Agreement is required by the Loan Agreement as a condition to the effectiveness of the Loan Agreement and the making of extensions of credit thereunder.

C. Terms defined in the Loan Agreement, and not otherwise defined herein, are used herein with their meanings as set forth in the Loan Agreement.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the adequacy, receipt, and sufficiency of which are hereby acknowledged, and in order to induce the Lenders to make the Loans pursuant to the Loan Agreement, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.1. Definitions. As used in this Agreement, the following terms have the following meanings:

“Account” means any “account,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by each Grantor, and, including, without limitation, each of the following, whether now owned or hereafter acquired by each Grantor: (a) all rights to payment for goods sold or leased, services rendered or the license of intellectual property, whether or not earned by performance; (b) all accounts receivable; (c) all rights to receive any payment of money or other form of consideration; (d) all security pledged, assigned, or granted to or held by such Grantor to secure any of the foregoing; (e) all guaranties of, or indemnifications with respect to, any of the foregoing; (f) all rights of such Grantor as an unpaid seller of goods or services, including, but not limited to, all rights of stoppage in transit, replevin, reclamation, and resale; (g) all rights to brokerage commissions; and (h) all Supporting Obligations, including any applicable Letter of Credit Rights.

“Account Debtor” means any Person who is or may become obligated to any Grantor under, with respect to or on account of an Account.

“Chattel Paper” means any “chattel paper,” as such term is defined in Article 9 of the UCC, whether tangible or electronic, now owned or hereafter acquired by any Grantor.

“Collateral” has the meaning specified in Section 2.1 of this Agreement.

“Collateral Locations” has the meaning specified in Section 3.1 of this Agreement.

“Deposit Accounts” means any “deposit account” as such term is defined in Article 9 of the UCC, located in the United States and now owned or hereafter acquired by any Grantor, including, without limitation, any and all deposit accounts, certificates of deposit, or other bank accounts now owned or hereafter acquired or opened by any Grantor, and any account which is a replacement or substitute for any of such accounts.

“Document” means any “document,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor, including, without limitation, all documents of title and all receipts covering, evidencing, or representing goods now owned or hereafter acquired by any Grantor.

“Equipment” means any “equipment,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor and, including, without limitation, all machinery, furniture, trailers, rolling stock, vessels, aircraft, and vehicles now owned or hereafter acquired by any Grantor and any and all additions, substitutions, and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment, and accessories installed thereon or affixed thereto.

“Excluded Accounts” means (a) Deposit Accounts the balance of which consists exclusively of (i) withheld income taxes and federal, state, provincial, territorial or local employment taxes and (ii) funds held by any Grantor for (A) any director, officer or employee of any Grantor or its Subsidiaries, (B) any employee benefit plan maintained by any Grantor or its Subsidiaries or (C) deferred compensation for the directors and employees of any Grantor or its Subsidiaries, (b) any Deposit Account of a Grantor that is used by such Grantor solely as payroll accounts and accounts dedicated to the payment of accrued employee benefits, medical, dental and employee benefits claims to employees of any Grantor and its Subsidiaries, (c) zero balance accounts, (d) escrow accounts, (e) fiduciary or trust accounts holding funds solely for the benefit of third parties, and (f) Deposit Accounts or Securities Accounts the daily balance in which does not at any time exceed $50,000 for any such account or $150,000 for all such accounts.

“Financial Assets” means any “financial asset,” as such term is defined in Article 8 of the UCC, now owned or hereafter acquired by any Grantor.

“Fixtures” means any “fixtures,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor and including, without limitation, all plant fixtures, business fixtures, other fixtures, and storage office facilities, wherever located, and all additions and accessions thereto and replacements therefor.

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“General Intangibles” means all “general intangibles,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor (including, without limitation, all Payment Intangibles (as that term is defined in the UCC) and software, company records (paper and electronic), correspondence, credit files, records and other documents, computer programs, computer software, computer tapes and cards and other paper and documents in the possession or control of any Grantor or in the possession or control of any affiliate or computer service bureau, and all contract rights, claims, choses in action, bank balances, judgments, rights as lessee under any and all leases of personal property, rights and/or claims to tax refunds and other claims and rights to monies or property, warranties, all deposit accounts, all Intellectual Property Collateral, and all other general intangibles of every kind, type or description).

“Instrument” means any “instrument,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor, and including, without limitation, all promissory notes, drafts, checks, bills of exchange, and trade acceptances, whether now owned or hereafter acquired by any Grantor.

“Intellectual Property Collateral” means the following properties and assets, domestic or foreign owned or held by the Grantor or in which the Grantor otherwise has any interest: (i) all copyrights, patents, trademarks, service marks and trade names (and all applications therefor, and continuations, reissues, extensions and renewals thereof); (ii) all trade secrets, inventions, mask works, internet websites, internet domain names and associated URL addresses, software, know-how, methods and processes; (iii) all licenses relating to any of the foregoing to which the Grantor is the licensee and all income and royalties with respect to any licenses relating to any of the foregoing to which the Grantor is the licensor; (iv) all goodwill associated with any of the foregoing; (v) all rights to sue for past, present and future infringement of any of the foregoing and other rights claims and demands with respect thereto; and (vi) all other proprietary rights, all other intellectual or other similar property and all other general intangibles associated with or arising out of any of the foregoing and not otherwise described above.

“Intellectual Property Security Agreement” means each Patent Security Agreement, each Trademark Security Agreement, each Copyright Security Agreement or any amendment thereto, in form and substance reasonably satisfactory to the Secured Party, supplementary to this Agreement and prepared for purposes of recordation with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable.

“Intercompany Claims” means any and all rights of any Grantor now existing or hereafter arising in respect of loans, advances or other claims owed to such Grantor by any other Loan Party.

“Inventory” means any “inventory,” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor, and including, without limitation, each of the following, whether now owned or hereafter acquired by any Grantor: (a) all goods and other personal property that are held for sale or lease or to be furnished under any contract of service; (b) all raw materials, work-in-process, finished goods, inventory, supplies, and materials; (c) all wrapping, packaging, advertising, and shipping materials; (d) all goods that have been returned to, repossessed by, or stopped in transit by any Grantor; and (e) all Documents evidencing any of the foregoing.

“Investment Property” means any “investment property” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor, and including, without limitation, each of the following, whether now owned or hereafter acquired: (a) any security, whether certificated or uncertificated; (b) any security entitlement; (c) any securities account; (d) any commodity contract; and (e) any commodity account.

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“Letter of Credit Rights” means “letter of credit rights” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor.

“Obligations” shall mean all Obligations (as defined in the Loan Agreement) and all charges and expenses of enforcement or collection of such Obligations incurred by the Secured Party, including court costs, and reasonable attorneys’ fees.

“Payment Intangibles” means “payment intangibles” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor.

“Proceeds” means any “proceeds,” as such term is defined in Article 9 of the UCC and including, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral by any governmental authority (or any Person acting, or purporting to act, for or on behalf of any governmental authority), and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Securities Act” has the meaning specified in Section 6.2 of this Agreement.

“Supporting Obligations” means “supporting obligations” as such term is defined in Article 9 of the UCC, now owned or hereafter acquired by any Grantor.

Section 1.2. Other Definitional Provisions. References to “Sections,” “subsections,” “Exhibits,” and “Schedules” shall be to Sections, subsections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. All references to statutes and regulations shall include any amendments of the same and any successor statutes and regulations. References to particular sections of the UCC should be read to refer also to parallel sections of the Uniform Commercial Code as enacted in each state or other jurisdiction where any portion of the Collateral is or may be located. Terms used herein, which are defined in the UCC, unless otherwise defined herein or in the Loan Agreement, shall have the meanings determined in accordance with the UCC.

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ARTICLE II

Security Interest

Section 2.1. Security Interest. In consideration of and in order to secure the fulfillment, satisfaction, payment and performance of all of the Obligations (whether at stated maturity, by acceleration, or otherwise), each Grantor hereby pledges and assigns to the Secured Party, its successors and assigns, and grants to the Secured Party, its successors and assigns a continuing lien on and security interest in, all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter arising or acquired and wherever located (collectively, the “Collateral”):

(a) all Accounts;

(b) all Chattel Paper;

(c) all Instruments, including, without limitation, or in addition, all instruments evidencing Intercompany Claims, and all interest, cash, and other property from time to time received, receivable, or otherwise distributed or distributable in respect of or in exchange for any or all of such Instruments;

(d) all General Intangibles;

(e) all Documents;

(f) all Equipment;

(g) all Fixtures;

(h) all Inventory;

(i) all Financial Assets and Investment Property;

(j) all of such Grantor’s Deposit Accounts and all funds, certificates, Documents, Instruments, checks, drafts, wire transfer receipts, and other earnings, profits, or other Proceeds from time to time representing, evidencing, deposited into, or held in the Deposit Accounts;

(k) all Payment Intangibles;

(l) all Supporting Obligations;

(m) all Letter of Credit Rights;

(n) all money and cash equivalents;

(o) all Intercompany Claims;

(p) all other Goods (as defined in the UCC) and personal property of such Grantor, whether tangible or intangible and wherever located; and

(q) all products and Proceeds, in cash or otherwise, of any of the property described in the foregoing clauses (a) through (p).

Notwithstanding the foregoing, the Collateral shall in no event include (i) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under, the terms thereof or applicable law or results in the termination of or requires any consent not obtained under applicable law; (ii) any intent-to-use trademark application during the period in which the grant of a security interest would impair the validity or enforceability of, or render void or result in the cancellation of, such intent-to-use trademark application under applicable law; (iii) motor vehicles or other assets in which a security interest may be perfected only through compliance with a certificate of title statute; or (iv) any Excluded Accounts.

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Section 2.2. Grantors Remain Liable. Notwithstanding anything to the contrary contained herein, (a) the Grantors shall remain liable under the documentation included in the Collateral to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Secured Party of any of its rights or remedies hereunder shall not release any Grantor from any duties or obligations under such documentation, (c) the Secured Party shall not have any obligation under any of such documentation included in the Collateral by reason of this Agreement, and (d) the Secured Party shall not be obligated to perform any of the obligations of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Section 2.3. Set-Off. In addition to the rights and security interest elsewhere herein set forth, the Secured Party may, at its option at any time(s) after the occurrence of an Event of Default and during the continuation thereof, and with respect to any Grantor, appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing on any one or more of the Obligations, whether or not then due, any and all moneys now or hereafter on deposit in a Deposit Account maintained with the Secured Party or otherwise to the credit of or belonging to any Grantor in such Deposit Account, it being understood and agreed that the Secured Party shall not be obligated to assert or enforce any rights or security interest hereunder or to take any action in reference thereto, and that the Secured Party may in its discretion at any time(s) relinquish its rights as to particular Collateral hereunder without thereby affecting or invalidating the Secured Party’s rights hereunder as to all or any other Collateral hereinbefore referred to.

Section 2.4. Intellectual Property Collateral. The applicable Grantor shall execute and deliver to the Secured Party, concurrently with the execution of this Agreement, such Intellectual Property Security Agreements as the Bank may reasonably request in respect of such Intellectual Property Collateral of such Grantor as is registered with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable.

ARTICLE III

Representations and Warranties

To induce the Secured Party to enter into this Agreement and the Loan Agreement, each Grantor represents and warrants as follows:

Section 3.1. Location of Equipment, Fixtures, and Inventory; Third Parties in Possession. On the date hereof, all of the Equipment, Fixtures, Inventory and other tangible Collateral are located at the places specified or referred to in Schedule 3.1 (such places being referred to herein as the “Collateral Locations”). Schedule 3.1 correctly identifies the landlord of each premises that each Grantor leases (or the mortgagee of premises that each Grantor owns) with respect to each location identified in Schedule 3.1. Except for the Persons identified or referred to on Schedule 3.1, no Person other than the Grantors and the Secured Party has possession of any of the Collateral.

Section 3.2. Office Locations; Fictitious Names; Tax I.D. Number. On the date hereof, the principal place of business and the chief executive office of each Grantor is identified on Schedule 3.2. Schedule 3.2 also sets forth all other places where each Grantor keeps its books and records and all other locations where each Grantor has a place of business. No Grantor does business, or has done business during the past five (5) years, under any trade-name or fictitious business name except as disclosed on Schedule 3.2. Each Grantor’s United States Federal Income Tax Identification Number is set forth on Schedule 3.2.

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Section 3.3. Name and Jurisdiction of Organization. The exact legal name of each Grantor and the state of incorporation or organization for each Grantor is as set forth as set forth on Schedule 3.3.

Section 3.4. [Reserved].

Section 3.5. Benefit. The value of the consideration received and to be received by the Grantors as a result of the Loan Parties, the Lenders and the Secured Party entering into the Loan Agreement and the Grantors executing and delivering this Agreement and the other Loan Documents to which they are a party is reasonably worth at least as much as its liabilities and obligations hereunder and thereunder, and such liabilities and obligations and the Loan Agreement have benefited and may reasonably be expected to benefit each Grantor directly or indirectly.

Section 3.6. Ownership; No Encumbrances. Except for the security interest (and pledges and assignments as applicable) granted hereby and the Permitted Encumbrances, a Grantor is, and as to any property acquired after the date hereof which is included within the Collateral, a Grantor will be, the owner of all Collateral free and clear from all charges, Liens, security interests, adverse claims and encumbrances of any and every nature whatsoever.

Section 3.7. Business Purpose. None of the Obligations is a Consumer Transaction, as defined in the UCC, and none of the Collateral has been or will be purchased or held primarily for personal, family or household purposes.

Section 3.8. Intellectual Property Collateral. As of the date hereof, the Grantors do not own any Intellectual Property Collateral which is registered or is the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, except as set forth in Schedule 3.8.

ARTICLE IV

Covenants

Each Grantor, jointly and severally, covenants and agrees that, as long as the Obligations or any part thereof are outstanding, or any amount payable under the Notes, the Loan Agreement or any other Loan Document remains unpaid, it will perform and observe each of the following covenants:

Section 4.1. Accounts. Subject to the following sentence, each Grantor shall exercise commercially reasonable efforts, to collect or cause to be collected from each Account Debtor under its Accounts, as and when due, any and all amounts owing under such Accounts. Without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld, conditioned or delayed, each Grantor shall not, except (x) when doing so is in its reasonable business judgement or (y) in the ordinary course of its business, (a) grant any extension of time for any payment with respect to any of the Accounts, (b) compromise, compound, or settle any of the Accounts for less than the full amount thereof, (c) release, in whole or in part, any Person liable for payment of any of the Accounts, (d) allow any credit or discount for payment with respect to any Account, or (e) release any Lien or guaranty securing any Account unless the Account has been paid in full.

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Section 4.2. Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the reasonable request of the Secured Party, each Grantor shall promptly execute and deliver all such further agreements, documents, and instruments and take such further action as the Secured Party may reasonably deem necessary or appropriate (i) to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement, at Secured Party’s sole expense or (ii) to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral, at Grantor’s sole expense. Without limiting the generality of the foregoing, each Grantor shall upon request by the Secured Party (a) execute and deliver to the Secured Party such financing statements as the Secured Party may from time to time require, (b) take such action as the Secured Party may request to permit the Secured Party to have control over any Investment Property or any Deposit Account, (c) deliver to the Secured Party all Collateral other than Cash, the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Secured Party; except that, other than after the occurrence of and during the continuance of an Event of Default, such Grantor may: (i) retain for collection in the ordinary course of business Proceeds of Accounts received; (ii) retain any letters of credit; (iii) retain and utilize all dividends and interest paid in respect of Investment Property; and (iv) retain any Documents received and further negotiated, (d) deliver any and all certificates of title, applications for title or similar evidence of ownership of Equipment and cause the Secured Party to be named as lienholder thereon, and (e) execute and deliver to the Secured Party such other agreements, documents, and instruments as the Secured Party may reasonably require to perfect and maintain the validity, effectiveness, and priority of the Liens intended to be created by this Agreement or any other Loan Document.

Section 4.3. Third Parties in Possession of Collateral. Except as described in Schedule 3.1, a Grantor shall not permit any third Person (including any warehouseman, bailee, agent, consignee, or processor) other than the Secured Party to hold any Collateral with value in excess of $100,000.00, unless such Grantor shall: (i) notify such third Person of the security interests created hereby; (ii) instruct such Person to hold all such Collateral for the Secured Party’s account subject to the Secured Party’s instructions; and (iii) take all other actions the Secured Party reasonably deems necessary to perfect and protect its and such Grantor’s interests in such Collateral pursuant to the requirements of the UCC of the applicable jurisdiction where such warehouseman, bailee, consignee, agent, processor, or other third Person is located (including the filing of financing statements in the proper jurisdictions naming the applicable third Person as debtor and the applicable Grantor as secured party before the third Person receives possession of the Collateral in question).

Section 4.4. Corporate Changes. No Grantor shall change its name, identity, corporate structure, or its United States Tax Identification Number in any manner that might make any financing statement filed in connection with this Agreement seriously misleading unless such Grantor shall have given the Secured Party not less than thirty (30) days’ (or such shorter notice period as shall be reasonably satisfactory to the Secured Party) prior written notice thereof. After providing such written notice Grantor shall take all actions reasonably requested by the Secured Party to protect its Liens with the perfection and priority thereof required by the Loan Documents. No Grantor shall change its principal place of business, chief executive office, or the place where it keeps its books and records as specified on Schedule 3.2, unless it shall have given the Secured Party prior written notice thereof. After providing such written notice Grantor shall take all actions reasonably requested by the Secured Party to cause its security interest in the Collateral to be perfected with the priority required by the Loan Documents.

Section 4.5. Location of Collateral; Landlord Waivers. Each Grantor shall keep all of its Equipment, Fixtures, Inventory and other tangible Collateral with value in excess of $100,000.00,at the Collateral Locations specified on Schedule 3.1, and shall not locate any Equipment, Fixtures, Inventory or other tangible Collateral with value in excess of $100,000.00, at any location other than the Collateral Locations without at least thirty (30) days’ prior written notice to the Secured Party. If any of the foregoing Collateral or any records concerning any of the Collateral are at any time to be located on premises leased by any Grantor or on premises owned by any Grantor subject to a mortgage or other lien, such Grantor shall so notify the Secured Party and shall, if requested by the Secured Party, obtain and deliver or cause to be delivered to the Secured Party, an agreement, in form and substance reasonably satisfactory to the Secured Party, waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any claim against such Grantor for monies due under the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings against such Collateral or records concerning the Collateral and assuring the Secured Party’s ability to have access to such Collateral and/or records in order to exercise its right hereunder to take possession thereof.

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Section 4.6. Warehouse Receipts Non-Negotiable. Each Grantor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued in respect of any portion of the Collateral, such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such term is used in Section 7-104 of the UCC) unless such warehouse receipt or receipt in the nature thereof is delivered to the Secured Party.

Section 4.7. Maintenance of Insurance. Each Grantor shall maintain, or cause to be maintained, insurance as required under the Loan Agreement. The Grantors will pay all premiums on the insurance referred to herein as and when they become due and shall do all things necessary to maintain the insurance in effect as required under the Loan Agreement. If any Grantor shall fail to insure the Collateral as required under the Loan Agreement, then the Secured Party shall have the right (but not the obligation), after reasonable notice to such Grantor, to procure such insurance and to charge the costs of same to the Grantors, which costs shall be added to and become a part of the unpaid principal amount of the Obligations and shall be secured by the Collateral. The proceeds of all such insurance, if any loss should occur, shall be applied or used in the manner provided in the Loan Agreement. Each Grantor hereby appoints (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Obligations remain outstanding) the Secured Party as its lawful attorney-in-fact, effective after the occurrence of an Event of Default and during the continuation thereof, with full authority to make, adjust, settle claims under and/or cancel such insurance and to endorse such Grantor’s name on any instruments or drafts issued by or upon any insurance companies.

Section 4.8. Control Agreements. Subject to Section 6.35 of the Loan Agreement, each Grantor will obtain and deliver or cause to be delivered to the Secured Party a control agreement in form and substance satisfactory to the Secured Party with respect to the following Collateral: (i) Deposit Accounts; (ii) Investment Property (for securities accounts, mutual funds and other uncertificated securities); (iii) Letter of Credit Rights; and/or (iv) electronic Chattel Paper.

Section 4.9. Marking of Chattel Paper. If requested by the Secured Party, each Grantor will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable to the Secured Party indicating that the Secured Party has a security interest in the Chattel Paper.

Section 4.10. Financing Statements. Each Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by the UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor, and (ii) a description of collateral that describes such property in any other manner as the Secured Party may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Secured Party promptly upon request. Each Grantor agrees to reimburse the Secured Party for the expense of any such filings in any location deemed necessary and appropriate by the Secured Party. To the extent lawful, each Grantor hereby appoints the Secured Party as its attorney-in-fact (without requiring the Secured Party to act as such) to perform all other acts that the Secured Party deems appropriate to perfect and continue its security interest in, and to protect and preserve, the Collateral.

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Section 4.11. Intellectual Property Collateral. No later than the date that the Compliance Certificate is delivered for the fiscal quarter with respect to which new Intellectual Property Collateral which such Grantor intends to register with the U.S. Copyright Office or the U.S. Patent and Trademark Office is acquired, such Grantor will give the Secured Party notice of such new Intellectual Property Collateral.

ARTICLE V

RIGHTS OF THE SECURED PARTY

Section 5.1. Power of Attorney. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE NAME OF SUCH GRANTOR OR IN ITS OWN NAME, TO TAKE, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ANY AND ALL ACTIONS AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH THE SECURED PARTY AT ANY TIME AND FROM TIME TO TIME DEEMS NECESSARY TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR HEREBY GIVES THE SECURED PARTY THE POWER AND RIGHT ON BEHALF OF SUCH GRANTOR AND IN ITS OWN NAME TO DO ANY OF THE FOLLOWING AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT NOTICE TO, OR THE CONSENT OF, SUCH GRANTOR:

(a) to demand, sue for, collect, or receive, in the name of such Grantor or in the Secured Party’s own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, documents of title, or any other instruments for the payment of money under the Collateral or any policy of insurance;

(b) to pay or discharge taxes, Liens, or other encumbrances levied or placed on or threatened against the Collateral;

(c) except to the extent it interferes with the rights of the Secured Party, to notify post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Secured Party and to receive, open and dispose of mail addressed to such Grantor, and the Secured Party shall use commercially reasonable efforts to forward to such Grantor that mail which is not related to the Collateral; and

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(d) (i) to direct Account Debtors and any other parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Secured Party or as the Secured Party shall direct (and each Grantor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Grantor while an Event of Default exists, such Grantor shall promptly deliver such Proceeds to the Secured Party with any necessary endorsements, and until such Proceeds are delivered to the Secured Party, such Proceeds shall be held in trust by such Grantor for the benefit of the Secured Party and shall not be commingled with any other funds or property of such Grantor); (ii) to receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, proxies, stock powers, verifications, and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suit, action, or proceeding at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action, or proceeding brought against any Grantor with respect to any Collateral; (vi) to settle, compromise, or adjust any suit, action, or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (vii) to exchange any of the Collateral for other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as the Secured Party may determine; (viii) to add or release any guarantor, indorser, surety, or other party to any of the Collateral; (ix) to renew, extend, or otherwise change the terms and conditions of any of the Collateral; (x) to make, settle, compromise, or adjust any claims under or pertaining to any of the Collateral (including claims under any policy of insurance); and (xi) to sell, transfer, pledge, convey, make any agreement with respect to, or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party’s option and Grantors’ expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve, maintain, or realize upon the Collateral and the Secured Party’s security interest therein.

THISPOWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITHSECTION 7.11 HEREOF. The Secured Party shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to the Secured Party in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. Neither the Secured Party nor any Person designated by the Secured Party shall be liable for any act or omission or for any error of judgment or any mistake of fact or law, except any of the same resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. This power of attorney is conferred on the Secured Party solely to protect, preserve, maintain, and realize upon its security interest in the Collateral. The Secured Party shall not be responsible for any decline in the value of the Collateral and shall not be required to take any steps to preserve rights against prior parties or to protect, preserve, or maintain any Lien given to secure the Collateral.

Section 5.2. Assignment by the Secured Party. The Secured Party may at any time assign or otherwise transfer all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, the Obligations) to any other Person, to the extent permitted by, and upon the conditions contained in, the Loan Agreement, and such Person shall thereupon become vested with all the benefits thereof granted to the Secured Party herein or otherwise.

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Section 5.3. Possession; Reasonable Care. The Secured Party may, from time to time, in its sole discretion, appoint one or more agents to hold physical custody, for the account of the Secured Party, of any or all of the Collateral that the Secured Party has a right to possess. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral.

ARTICLE VI

Default

Section 6.1. Rights and Remedies. If an Event of Default shall have occurred and be continuing beyond any applicable notice and cure period, then the Secured Party shall have the following rights and remedies:

(a) In addition to all other rights and remedies granted to the Secured Party in this Agreement or in any other Loan Document or by applicable law, the Secured Party shall have all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral). Without limiting the generality of the foregoing, the Secured Party may (i) without demand or notice to any Grantor or any other Person, collect, receive or take possession of the Collateral or any part thereof and for that purpose the Secured Party may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (ii) sell, lease, or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Secured Party’s offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable or otherwise as may be permitted by law. The Secured Party shall have the right at any public sale or sales, and, to the extent permitted by applicable law, at any private sale or sales, to bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) and become a purchaser of the Collateral or any part thereof free of any right or equity of redemption on the part of any Grantor, which right or equity of redemption is hereby expressly waived and released by each Grantor. Upon the request of the Secured Party, each Grantor shall assemble the Collateral and make it available to the Secured Party at any place designated by the Secured Party that is reasonably convenient to the Grantors and the Secured Party. Each Grantor agrees that the Secured Party shall be obligated to give at least ten (10) days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. The Grantors shall be liable for all reasonable and documented expenses of retaking, holding, preparing for sale, or the like, and all reasonable and documented attorneys’ fees, legal expenses, and other documented costs and expenses incurred by the Secured Party in connection with the collection of the Obligations and the enforcement of the Secured Party’s rights under this Agreement. The Grantors shall remain liable for any deficiency if the Proceeds of any sale or other disposition of the Collateral applied to the Obligations are insufficient to pay the Obligations in full. The Secured Party may apply the Collateral against the Obligations. Each Grantor waives all rights of marshaling, valuation, and appraisal in respect of the Collateral. Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and then or at any time thereafter applied in whole or in part by the Secured Party against, the Obligations in such order as the Secured Party shall determine in its sole discretion. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Secured Party and remaining after payment in full of all the Obligations shall be paid over to the Grantors or to whomsoever may be lawfully entitled to receive such surplus; provided that the Secured Party shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement.

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(b) The Secured Party may cause any or all of the Collateral held by it to be transferred into the name of the Secured Party or the name or names of the Secured Party’s nominee or nominees.

(c) The Secured Party may exercise any and all rights and remedies of any Grantor under or in respect of the Collateral, including, without limitation, any and all rights of any Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral and any and all voting rights and corporate powers in respect of the Collateral. The Grantors shall execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this clause (c) and to receive the dividends, interest, and other distributions which it is entitled to receive hereunder.

(d) The Secured Party may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

(e) On any sale of the Collateral, the Secured Party is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the opinion of the Secured Party’s counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable governmental authority.

(f) For purposes of enabling the Secured Party to exercise its rights and remedies under this Section 6.1 and enabling the Secured Party and its successors and assigns to enjoy the full benefits of the Collateral in each case as the Secured Party shall be entitled to exercise its rights and remedies under this Section 6.1, each Grantor hereby grants to the Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors and subject to the pre-existing rights of third parties) to use, assign, license, or sublicense any of the intellectual property, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and all computer programs used for the completion or printout thereof and further including in such license such rights of quality control and inspection as are reasonably necessary to prevent the trademarks included in such license from claims of invalidation. This license shall also inure to the benefit of all successors, assigns, and transferees of the Secured Party.

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Section 6.2. Private Sales. Each Grantor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or in the Securities Act of 1933, as amended from time to time (the “Securities Act”) and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall, to the extent permitted by law, be deemed to have been made in a commercially reasonable manner. The Secured Party shall not be under any obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act, or under any applicable state securities laws, even if such issuer would agree to do so. Each Grantor further agrees to do or cause to be done, to the extent that such Grantor may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees, or awards of any and all courts, arbitrators, or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Grantors’ expense.

ARTICLE VII

Miscellaneous

Section 7.1. No Waiver; Cumulative Remedies. No failure on the part of the Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

Section 7.2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Grantors and the Secured Party and their respective successors and assigns, except that a Grantor may not assign any of its rights or obligations under this Agreement without the prior written consent of the Secured Party.

Section 7.3. Amendment; Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES HERETO.

Section 7.4. Notices. All notices and other communications provided for in this Agreement shall be given or made in accordance with the Loan Agreement.

Section 7.5. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. The terms of Sections 9.10, 9.12 and 9.16 of the Loan Agreement with respect to governing law, submission to jurisdiction and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

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Section 7.6. Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 7.7. Survival of Representations and Warranties. All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and delivery of this Agreement, and no investigation by the Secured Party shall affect the representations and warranties or the right of the Secured Party to rely upon them.

Section 7.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 7.9. Waiver of Bond. In the event the Secured Party seeks to take possession of any or all of the Collateral by judicial process, the Grantors hereby irrevocably waive any bonds and any surety or security relating thereto that may be required by applicable law as an incident to such possession, and waive any demand for possession prior to the commencement of any such suit or action.

Section 7.10. Severability. Any provision of this Agreement which is determined by a court of competent jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.11. Termination. If all of the Obligations shall have been paid and performed in full, the Secured Party shall, upon the written request of the Grantors, execute and deliver to the Grantors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Grantors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Secured Party and has not previously been sold or otherwise applied pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if the payment of any amount of the Obligations is rescinded, voided or must otherwise be refunded by the Secured Party upon the insolvency, bankruptcy or reorganization of any Grantor or otherwise for any reason whatsoever, then the security interests created by this Agreement will be automatically reinstated and become automatically effective and in full force and effect, all to the extent that and as though such payment so rescinded, voided or otherwise refunded had never been made and such release and termination of such security interest had never been given.

Section 7.12. Joint and Several Obligations of Grantors. Each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided under the Loan Agreement, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them. Each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantor with respect to the payment and performance of all of the obligations arising under this Agreement, it being the intention of the parties hereto that all such obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them. Notwithstanding any provision to the contrary contained herein, the obligations of each of the Grantors hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any successor statute or any comparable provisions of any applicable state law

[Remainderof Page Intentionally Blank]

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IN WITNESS WHEREOF, this General Security Agreement has been executed as of the day and year first written above.

GRANTORS:
PERFECT MOMENT LTD.
By:	/s/ Chath Weerasinghe
Name:	Chath Weerasinghe
Title:	Chief Financial and Operations Officer
PERFECT MOMENT USA INC.
---	---
By:	/s/ Chath Weerasinghe
Name:	Chath Weerasinghe
Title:	Chief Financial and Operations Officer

[Signature Page to Security Agreement]

SECURED PARTY:
X3 HIGHER MOMENT FUND LLC
By:	/s/ Andrew J. Redleaf
Name:	Andrew J. Redleaf
Title:	Managing Member

[Signature Page to Security Agreement]

Schedule 3.1

Location of Equipment, Fixtures and Inventory; Third Parties in Possession

All of the Equipment, Fixtures, Inventory and other tangible Collateral of the Grantors is located at the Collateral Locations set forth below. The Grantors will supplement this Schedule 3.1 if additional Collateral Locations are added in the future.

Location	Customer<br> name	Existence<br> of Fixtures
21<br> High Street, Katara Cultural Village,West Bay, Doha, PO Box 75, Qatar	GALERIES<br> LAFAYETTE DOHA (DGL TRADING W.L.L.)	Inventory
Al<br> Soor Street, Al Mirqab, Safat, 13002, Kuwait	HARVEY<br> NICHOLS KUWAIT (MOHAMMED HAMOUD ALSHAYA CO. W.L.L.)	Inventory
Badergasse<br> 2,Kirchberg Tirol, 6365, Austria	GSCHWANTLER<br> (CAP GMBH) : KHITZBUHEL PM STORE	Inventory
Rue<br> de Médran 15, Verbier, 1936, Switzerland	LORENZ<br> BACH VERBIER (BAMOCO AG): VERBIER PM STORE	Inventory
Maison<br> Lorenz Bach,Promenade 81, Gstaad, 3780, Switzerland	LORENZ<br> BACH GSTAAD (BAMOCO AG)	Inventory
Bahnhofstrasse<br> 49, Zermatt, 3920, Switzerland	LORENZ<br> BACH ZERMATT (BAMOCO AG)	Inventory
Six<br> Senses 60 Route des Téléphériques 3963 Crans-Montana, Switzlerand	SIX<br> SENSES CRANS MONTANA (CM MANAGEMENT SA DBA HOTEL SIX SENSES CRANS-MONTANA, SWITZERLAND)	Inventory
7680<br> Granite Loop Rd., Teton Village WY 83025 USA	Four<br> Seasons - Jacksons Hole	Inventory
Egglistrasse<br> 43, 3780 Gstaad, Switzerland	Club<br> de Luge	Inventory

Schedule 3.2

Office Locations; Fictitious Names

1.	The principal place of business and chief executive<br> office of each Grantor is as follows:
Grantor	Principal<br> Place of Business	Chief Executive<br> Office
---	---	---
Perfect<br> Moment Ltd.	244 5th<br> Ave Ste 1219, New York, NY 10001	244 5th<br> Ave Ste 1219, New York, NY 10001
Perfect<br> Moment USA Inc.	244 5th<br> Ave Ste 1219, New York, NY 10001	244 5th<br> Ave Ste 1219, New York, NY 10001
2.	Additional locations where the Grantors keep books<br> and records or maintain a place of business other than as disclosed on Schedule 3.1:
---	---

United House, 9 Pembridge Road, London W11 3JY, UK 1

3.	The Grantors have used the following trade names or<br> fictitious business names within the past 5 years:

None.

4.	The United States Federal Income Tax Identification<br> Number of each Grantor is as follows:
Grantor	Tax Identification Number
---	---
Perfect Moment Ltd.	86-1437114
Perfect Moment USA Inc.	99-0781109

^1^Companies are moving in May, 2026 to 5^th^ Floor, Gramophone Works, 326 Kensal Road, London W10 5BZ

Schedule 3.3

Names and Jurisdiction of Incorporation

Grantor	Jurisdiction
Perfect Moment Ltd.	Delaware
Perfect Moment USA Inc.	Delaware

Schedule 3.8

Intellectual Property Collateral

None.

Exhibit10.4

ExecutionVersion

PLEDGE AGREEMENT

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”).

R E C I T A L S:

B. The execution and delivery of this Agreement is required by the Loan Agreement as a condition to the effectiveness of the Loan Agreement and the making of extensions of credit thereunder.

C. Terms defined in the Loan Agreement, and not otherwise defined herein, are used herein with their meanings as set forth in the Loan Agreement.

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in the Loan Agreement. All capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

(b) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Collateral” has the meaning set forth in Section 2.

“Event of Default” means the occurrence of any of the events referred to in Section 7.01 of the Loan Agreement.

“Obligor” means any Person now or hereafter obligated to pay or perform all or any part of the Secured Obligations.

“Partnership and LLC Collateral” means any and all limited, limited liability and general partnership interests and limited liability company interests of any type or nature (including any such interests in any Subsidiary now or hereafter owned by the Grantor), whether now existing or hereafter acquired or arising, including any such interests specified in Schedule 2 (as amended or supplemented from time to time).

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“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, Governmental Entity, or any other entity of whatever nature.

“Pledge Supplement” has the meaning specified in Section 3(g).

“Pledged Collateral” means any and all (i) Pledged Shares; (ii) additional capital stock or other equity securities of the Subsidiaries of the Grantor, whether certificated or uncertificated; (iii) other Investment Property of the Grantor; (iv) warrants, options or other rights entitling the Grantor to acquire any interest in capital stock or other securities of such Subsidiaries or any other Person; (v) Partnership and LLC Collateral; (vi) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (vii) certificates and instruments now or hereafter representing or evidencing any of the foregoing; (viii) rights, interests and claims with respect to the foregoing, including under any and all related agreements, instruments and other documents, and (ix) cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, the Grantor.

“Pledged Collateral Agreements” means any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other similar agreement relating to any Pledged Collateral.

“Pledged Shares” means all of the issued and outstanding shares of capital stock, whether certificated or uncertificated, of any Subsidiary now or hereafter owned by the Grantor, including each Subsidiary identified on Schedule 2 (as amended or supplemented from time to time).

“Related Person” means, as to any Person, the directors, officers, employees, agents, counsel and other advisors of such Person.

“Secured Obligations” means Obligations (as defined in the Loan Agreement) and all charges and expenses of enforcement or collection of such Obligations incurred by the Secured Party, including court costs, and reasonable attorneys’ fees.

(c) Terms Defined in UCC. “Investment Property” and “Proceeds” has the meaning assigned to such term in the UCC. Where applicable and except as otherwise defined herein, other terms used in this Agreement and defined in Article 8 or 9 of the UCC shall have the meanings assigned to them in Article 8 or 9 of the UCC.

(d) Interpretation. The rules of interpretation set forth in the Loan Agreement shall be applicable to this Agreement and are incorporated herein by this reference. Additionally, in this Agreement, except to the extent the context otherwise requires: (i) the words “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific Section, subsection, paragraph or clause in which the respective word appears; (ii) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (iii) any table of contents, captions and headings are for convenience of reference only and shall not affect the construction of this Agreement; and (iv) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”.

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SECTION 2 Security Interest.

(a) Grant of Security Interest. As security for the payment and performance of the Secured Obligations, the Grantor hereby grants to the Secured Party a security interest in all of the Grantor’s right, title and interest in, to and under the following personal property and assets of the Grantor, wherever located and whether now existing or owned or hereafter acquired or arising (collectively, the “Collateral”): (i) all Pledged Collateral and (ii) all products and Proceeds of any and all of the foregoing.

(b) Continuing Security Interest. The Grantor agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 18.

SECTION 3 Perfection and Priority.

(a) Financing Statements. The Grantor hereby authorizes the Secured Party to file at any time and from time to time any financing statements, amendments to financing statements and continuation financing statements the Secured Party may require to perfect and to continue the perfection of, and maintain the priority of, the Secured Party’s security interest in the Collateral. Without limiting the generality of the foregoing, the Grantor ratifies and authorizes the filing by the Secured Party of any financing statement with respect to the Collateral filed prior to the date hereof.

(b) Delivery of Pledged Collateral. Subject to Sections 3(d) and (e) below, the Grantor hereby agrees to deliver to or for the account of the Secured Party, at the address and to the Person to be designated by the Secured Party, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form reasonably satisfactory to the Secured Party.

(c) Control. The Grantor will cooperate with the Secured Party in obtaining control of any Pledged Collateral, as the Secured Party may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Secured Party’s security interest in such Collateral.

(d) Additional Subsidiaries. In the event that the Grantor acquires rights in any Subsidiary after the date hereof, it shall within five (5) days of such acquisition (or such later date agreed to by the Secured Party) notify the Secured Party of such Subsidiary and within thirty (30) days of such acquisition (or such later date agreed to by the Secured Party) deliver to the Secured Party a completed pledge supplement, substantially in the form of Exhibit A (the “Pledge Supplement”), together with all schedules thereto, reflecting such new Subsidiary. Notwithstanding the foregoing, it is understood and agreed that the security interest of the Secured Party shall attach to the Pledged Collateral related to such Subsidiary immediately upon the Grantor’s acquisition of rights therein and shall not be affected by the failure of the Grantor to deliver a Pledge Supplement.

(e) Further Action and Documents. The Grantor shall execute and deliver to the Secured Party such assignments, notices, other documents and instruments, in form satisfactory to the Secured Party, as the Secured Party may reasonably request, to perfect and continue perfected, maintain the priority of, and provide notice of the Secured Party’s security interest in, the Collateral, and to accomplish the purposes of this Agreement.

SECTION 4 Representations and Warranties. The Grantor represents and warrants to the Secured Party that:

(a) [Reserved].

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(b) Collateral. The Grantor has rights in or the power to transfer the Collateral, and the Grantor is the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time the Grantor acquires rights in such Collateral, will be the sole and complete owner thereof), free from any Liens.

(c) Pledged Collateral. (i) All of the Pledged Shares and Partnership and LLC Collateral of the Grantor have been, and upon issuance any additional Pledged Collateral consisting of Pledged Shares, Partnership and LLC Collateral or any other securities of the Grantor, will be, duly and validly issued, and are and will be fully paid and non-assessable, subject in the case of Partnership and LLC Collateral to future assessments required under applicable law and any applicable partnership or operating agreement, (ii) the Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (iii) the Pledged Shares and Partnership and LLC Collateral of the Grantor constitute 100% of the issued and outstanding shares of capital stock of all directly and indirectly owned Subsidiaries of the Grantor, (iv) any and all Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Shares pledged by the Grantor, and any and all other Pledged Collateral Agreements relating to the Partnership and LLC Collateral of the Grantor, have been disclosed in writing to the Secured Party, and (v) as to each such Pledged Collateral Agreement relating to the Partnership and LLC Collateral of the Grantor, such agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms.

SECTION 5 Covenants. So long as any of the Secured Obligations remain unsatisfied, the Grantor agrees that:

(a) [Reserved].

(b) [Reserved].

(d) Pledged Collateral. If any Pledged Collateral Agreement relating to any Partnership and LLC Collateral provides specifically that the Partnership and LLC Collateral which is the subject of such Pledged Collateral Agreement shall be securities and governed by Article 8 of the applicable Uniform Commercial Code (an “Article 8 Opt-in”), the Grantor shall ensure that such Pledged Collateral Agreement continues to so provide. If, however, any such Pledged Collateral Agreement does not contain an Article 8 Opt-in, the Grantor shall not hereafter amend any such Pledged Collateral Agreement or otherwise take any action to provide for any Article 8 Opt-in therein. The Grantor shall not vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any such Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of the Grantor with respect to any such Pledged Collateral in a manner adverse to the Secured Party or that adversely affects the validity, perfection or priority of the Secured Party’s security interest therein.

SECTION 6 Voting Rights and Distributions. Unless and until an Event of Default shall have occurred and be continuing, the Grantor shall have the right to vote the Pledged Collateral held by the Grantor and to give consents, ratifications and waivers in respect thereof, to the same extent as the Grantor would if such Pledged Collateral were not pledged to the Secured Party pursuant to this Agreement; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of materially impairing the position or interest of the Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the ownership interests in or of the Pledged Collateral or be inconsistent with or violate any provision of this Agreement, the Loan Agreement or any other Loan Documents. At the request of the Secured Party, upon the occurrence and during the continuance of any Event of Default, the Secured Party shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by the Grantor shall be held in trust for the Secured Party and, in accordance with the Secured Party’s instructions, remitted to the Secured Party or deposited to an account with the Secured Party in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, the Secured Party shall have the right, upon the occurrence and during the continuance of an Event of Default, and to the extent permitted by applicable law, following prior written notice to the Grantor, (i) to cause any of the Pledged Collateral to be transferred into the Secured Party’s name or into the name of the Secured Party’s nominee or nominees, and to exchange uncertificated Pledged Collateral for certificated Pledged Collateral, and certificated Pledged Collateral for certificates of larger or smaller denominations, and (ii) to vote and to give consents, ratifications and waivers with respect to any Pledged Collateral held by the Grantor, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Secured Party were the absolute owner thereof; provided that the Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to the Grantor or any other Person for any failure to do so or delay in doing so.

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SECTION 7 Authorization; the Secured Party Appointed Attorney-in-Fact. The Secured Party shall have the right to, in the name of the Grantor, or in the name of the Secured Party or otherwise, without notice to or assent by the Grantor, and the Grantor hereby constitutes and appoints the Secured Party (and any of the Secured Party’s officers or employees or agents designated by the Secured Party) as the Grantor’s true and lawful attorney-in-fact, with full power and authority to: (i) take possession of and collect any Proceeds of any Collateral; (ii) file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (iii) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral; and (iv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Grantor, which the Secured Party may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest therein and to accomplish the purposes of this Agreement. The Secured Party agrees that, except upon the occurrence and during the continuance of an Event of Default, it shall not exercise the power of attorney pursuant to clauses (i) through (iv) hereinabove. The foregoing power of attorney is coupled with an interest and irrevocable so long as the Secured Obligations have not been paid and performed in full (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents). The Grantor hereby ratifies, to the extent permitted by law, all that the Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.

SECTION 8 The Secured Party’s Duties. Notwithstanding any provision contained in this Agreement, the Secured Party shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to the Grantor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care as required by applicable law to assure the safe custody of Collateral in the Secured Party’s possession and the accounting for moneys actually received by the Secured Party hereunder, the Secured Party shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.

SECTION 9 Remedies.

(a) Upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Loan Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, the Grantor agrees that, to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default:

(i) The Secured Party may collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or sue for all or any part of the Collateral, as the Secured Party may determine.

(ii) The Secured Party may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law).

(iii) The Secured Party may sell, resell, lease, use, assign, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Grantor’s assets, without charge or liability to the Secured Party therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit or for future delivery without assumption of any credit risk, all as the Secured Party deems advisable; provided, however, that the Grantor shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Secured Party. The Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption the Grantor hereby releases, to the extent permitted by law. The Secured Party shall give the Grantor such prior written notice of any public or private sale as may be required by the UCC or other applicable law, it being understood that ten (10) days’ prior written notice shall be deemed commercially reasonable by the parties hereto. The Grantor recognizes that the Secured Party may be unable to make a public sale of any or all of the Pledged Collateral, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale.

(iv) The Secured Party shall not have any obligation to prepare the Collateral for sale. The Secured Party has no obligation to attempt to satisfy the Secured Obligations by collecting them from any other Person liable for them and the Secured Party may release, modify or waive any Collateral provided by any other Person to secure any of the Secured Obligations, all without affecting the Secured Party’s rights against the Grantor. The Grantor waives any right it may have to require the Secured Party to pursue any third Person for any of the Secured Obligations. The Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Secured Party sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Secured Party. In the event the purchaser fails to pay for the Collateral, the Secured Party may resell the Collateral and the Grantor shall be credited with the proceeds of the sale.

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(b) Application of Proceeds. The cash proceeds actually received from the sale or other disposition or collection of the Grantor’s Collateral, and any other amounts received in respect of such Collateral the application of which is not otherwise provided for herein, shall be applied in accordance with the Loan Agreement. Any surplus thereof which exists after payment and performance in full of the Secured Obligations shall be promptly paid over to the Grantor or otherwise disposed of in accordance with the UCC or other applicable law. The Grantor shall remain liable to the Secured Party for any deficiency which exists after any sale or other disposition or collection of Collateral.

(i) The Grantor waives, to the fullest extent permitted by law, (A) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or security for the Secured Obligations; and (B) any right to require the Secured Party (1) to proceed against any Person, (2) to exhaust any other collateral or security for any of the Secured Obligations, (3) to pursue any remedy in the Secured Party’s power, or (4) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral.

(ii) The Grantor agrees that at any time and from time to time, without notice to or the consent of the Grantor, without incurring responsibility to the Grantor, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of the Secured Party hereunder, all as the Secured Party may deem advisable: (A) the time, manner, place or terms of any payment under the Loan Documents may be extended or changed by an amendment, modification or renewal of the Loan Documents or otherwise; (B) the time for any Obligor’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Secured Party may deem proper; (C) the Secured Party may discharge or release, in whole or in part, any guarantor or any other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Secured Obligations, nor shall the Secured Party be liable to the Grantor for any failure to collect or enforce payment of the Secured Obligations or to realize on any other collateral therefor; (D) in addition to the Collateral, the Secured Party may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (E) the Secured Party may request and accept any guaranties of the Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (F) the Secured Party may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of the Loan Documents and any power of sale) granted by the Loan Documents or other security document or agreement, or otherwise available to the Secured Party, with respect to the Secured Obligations, any of the Collateral or other security for any or all of the Secured Obligations, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of the Grantor against any other Obligor.

(iii) Additionally, the Grantor waives and agrees not to assert: (A) any right to require any of the Secured Party to proceed against any other Obligor or any other Person, or to proceed against or exhaust any other security held by the Secured Party (except to the extent required by applicable law) or to pursue any other right, remedy, power or privilege of the Secured Party whatsoever; (B) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Grantor or the right of the Grantor to proceed against any Obligor or any other Person for reimbursement; and (C) without limiting the generality of the foregoing, to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Agreement.

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(iv) Until the Secured Obligations shall be satisfied in full, the Grantor shall not have, or directly or indirectly exercise, (A) any rights that it may acquire by way of subrogation under or in respect of this Agreement or otherwise, or (B) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Agreement.

SECTION 10 Notices. All notices or other communications hereunder shall be given in the manner and to the addresses specified in the Loan Agreement. All such notices and communications shall be effective as set forth in the Loan Agreement.

SECTION 11 No Waiver; Cumulative Remedies. No failure on the part of the Secured Party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Secured Party.

SECTION 12 Costs and Expenses. The Grantor agrees to pay fees, costs and expenses to the extent required by Section 9.03 of the Loan Agreement. The agreements in this Section 12 shall survive the repayment of all Secured Obligations.

SECTION 13 Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Grantor, the Secured Party and their respective successors and permitted assigns.

SECTION 14 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. The terms of Sections 9.10, 9.12 and 9.16 of the Loan Agreement with respect to governing law, submission to jurisdiction and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

SECTION 15 Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall not be amended except by the written agreement of the parties hereto.

SECTION 16 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provision in any other jurisdiction.

SECTION 17 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Counterparts hereof may be delivered by facsimile or PDF electronic transmission, which shall be effective as a manually signed original counterpart.

SECTION 18 Termination. Upon the payment and performance in full of all Secured Obligations and the termination of the obligation of the Lenders to extend further credit under the Loan Agreement, the security interests created by this Agreement shall automatically and immediately terminate without further action by any party and all rights in the Collateral shall immediately revert to Grantor. Upon such termination and from time to time thereafter, the Secured Party shall promptly execute and deliver to the Grantor (at its cost and expense) such documents and instruments reasonably requested by the Grantor to evidence the termination and release of all security interests given by the Grantor to the Secured Party hereunder. In addition, upon request of Grantor and in connection with a disposition permitted under the Loan Agreement, the Secured Party shall release its Lien contained in any Pledged Collateral permitted to be disposed of thereunder and shall execute and deliver to the Grantor (at Grantor’s cost and expense) such documents and instruments reasonably requested by the Grantor to evidence the termination and release of all Liens given by the Grantor to the Secured Party in respect of such Pledged Collateral.

[Remainderof page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

GRANTOR:
PERFECT MOMENT LTD.
By	/s/ Craig Weerasinghe
Name:	Craig Weerasinghe
Title:	Chief<br> Financial and Operations Officer

Signature Page 1 to Pledge Agreement

SECURED PARTY:
X3 HIGHER MOMENT FUND LLC
By	/s/ Andrew J. Redleaf
Name:	Andrew J. Redleaf
Title:	Managing Member

Schedule1

tothe Pledge Agreement

[Reserved].

Schedule2

tothe Pledge Agreement

1.PARTNERSHIP AND LLC COLLATERAL

None.

2.PLEDGED SHARES

Issuer	Grantor	Jurisdiction	Percentage owned	Certificate No.	No. of Shares/Interest
Perfect<br> Moment USA Inc.	Perfect<br> Moment Ltd.	Delaware	100%	Uncertificated	N/A
Perfect<br> Moment Asia Limited	Perfect<br> Moment Ltd.	Hong<br> Kong	100%	No.<br> 38	2,448.35
				No.<br> 58	687
Perfect<br> Moment International AG	Perfect<br> Moment Ltd.	Switzerland	100%	1	100,000

ExhibitA

tothe Pledge Agreement

FORMOF PLEDGE SUPPLEMENT

To:	X3<br> HIGHER MOMENT FUND LLC
Re:	Perfect<br> Moment Loan Agreement
---	---

Ladies and Gentlemen:

This Pledge Supplement (this “Pledge Supplement”) is made and delivered as of _________, 20__ pursuant to Section 3(d) of that certain Pledge Agreement, dated as of March 30, 2026 (as amended, modified, supplemented, replaced or restated from time to time, the “Pledge Agreement”), between Perfect Moment Ltd., a Delaware corporation (the “Grantor”) and X3 High Moment Fund LLC, as Administrative Agent for the Lenders (the “Secured Party”). All capitalized terms used in this Pledge Supplement and not otherwise defined herein shall have the meanings assigned to them in either the Pledge Agreement.

The Grantor confirms and agrees that all Pledged Collateral of the Grantor, including the property described on the supplemental schedule attached hereto, shall be and become part of the Collateral and shall secure all Secured Obligations.

Schedule 2 to the Pledge Agreement is hereby amended by adding to such Schedule 2 the information set forth in the supplement attached hereto.

This Pledge Supplement shall constitute a Loan Document.

THIS PLEDGE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has executed this Pledge Supplement, as of the date first above written.

PERFECT<br> MOMENT LTD.
By:
Name:
Title:

SUPPLEMENTTO SCHEDULE 2

tothe Pledge Agreement

1.PARTNERSHIP AND LLC COLLATERAL

Limited Liability Company Interests Constituting Collateral

Grantor	Name<br> of Issuer of Interests	Number<br> of Units Held by Grantor	Date<br> Units Issued to Grantor	Percentage<br> Ownership Interest

Partnership Interests Constituting Collateral

Grantor	Name<br> of Issuer of Interests	Type<br> of Partnership Interest	Number<br> of Units Held by Grantor	Date<br> Units Issued to Grantor	Percentage<br> Ownership Interest

2.PLEDGED SHARES

Pledged Shares Held by the Grantor

Grantor	Name<br> of Issuer of Pledged Shares	Number<br> and Class of Pledged Shares	Certificate<br> Numbers	Certificate<br> Dates	Percentage<br> Ownership Interest

Exhibit10.5

ExecutionVersion

INTELLECTUALPROPERTY SECURITY AGREEMENT

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 30, 2026, between PERFECT MOMENT (UK) LIMITED, a private limited company incorporated in England & Wales with company number 10883556, whose address is 244 5th Ave Ste 1219 New York, New York 10001 U.S.A. (the “Grantor”), and X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders (as defined below), whose address is 3033 Excelsior Blvd #345, Minneapolis MN 55416 (“Administrative Agent”), in connection with that certain Loan Agreement, dated as of the date hereof, by and among PERFECT MOMENT LTD., a Delaware corporation, as Borrower, the guarantors (including Grantor) from time to time party thereto, the lenders from time-to-time party thereto (the “Lenders”) and Administrative Agent (as same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

WI T N E S S E T H:

That for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agrees with the Administrative Agent as follows:

1.Definitions.

(a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

(b) In addition, the following terms shall have the following meanings:

“Copyright Licenses” means any agreement now or hereafter in existence, providing for the grant by, or to, any rights (including, without limitation, the grant of rights for a party to be designated as an author or owner and/or to enforce, defend, use, display, copy, manufacture, distribute, exploit and sell, make derivative works, and require joinder in suit and/or receive assistance from another party) covered in whole or in part by a Copyright, including, without limitation, any thereof referred to in Schedule l attached hereto.

“Copyright Office” means the United States Copyright Office.

“Copyrights” means, collectively, all of the following for the Grantor: (a) all United States copyrights, works protectable by copyright, copyright registrations and copyright applications, (b) all derivative works, counterparts, extensions and renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present and future infringements, violations or misappropriations of any of the foregoing, (d) the right to sue for past, present and future infringements, violations or misappropriations of any of the foregoing and (e) all rights corresponding to any of the foregoing throughout the world; including, without limitation, any thereof referred to in Schedule l attached hereto.

“Patent Licenses” means all agreements, whether written or oral, providing for the grant by or to the Grantor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 1 attached hereto.

“Patents” means: (a) all letters patent of the United States and all reissues and extensions thereof, including, without limitation, any thereof referred to in Schedule 1 attached hereto; and (b) all applications for letters patent of the United States and all divisions, continuations and continuations in part thereof, including, without limitation, any thereof referred to in Schedule 1 attached hereto.

“Trademark Licenses” means any agreement, written or oral, providing for the grant by or to the Grantor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule l attached hereto.

“Trademarks” means, collectively, all of the following for the Grantor: (a) all United States trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the USPTO or in any similar office or agency of the United States, any State thereof, or otherwise, including, without limitation, any thereof referred to in Schedule l attached hereto; and (b) all renewals thereof.

“USPTO” means the United States Patent and Trademark Office.

2.Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, the Grantor hereby grants to the Administrative Agent for the benefit of the Lenders a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

(a)	all<br> Copyrights;
(b)	all<br> Copyright Licenses;
(c)	all<br> Patents;
(d)	all<br> Patent Licenses;
(e)	all<br> Trademarks;
(f)	all<br> Trademark Licenses; and
(g)	Proceeds<br> of any and all of the foregoing.

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The Grantor and the Administrative Agent hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Obligations and (ii) is not to be construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

3.Representations and Warranties. The Grantor hereby represents and warrants to the Administrative Agent that until such time as the Obligations are satisfied in full:

(a) Patents, Copyrights and Trademarks.

(i) Schedule l hereto includes all material Copyrights, Copyrights Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by the Grantor in its own name as of the date hereof.

(ii) To the best of the Grantor’s knowledge, each material Copyright, Patent and Trademark of the Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned except in the ordinary course of business.

(iii) Except as set forth in Schedule l hereto, none of such material Copyrights, Patents or Trademarks is the subject of any licensing or franchise agreement (other than non-exclusive licensing agreements entered into in the ordinary course of business).

(iv) No holding, decision or judgment has been rendered by any governmental authority which would limit, cancel or question the validity of any material Copyright, Patent or Trademark.

(v) No action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark, or which, if adversely determined, would have a material adverse effect on the value of any Copyright, Patent or Trademark.

(vi) All applications pertaining to the material Copyrights, Patents and Trademarks of the Grantor have been duly and properly filed, and all registrations or letters pertaining to such material Copyrights, Patents and Trademarks have been duly and properly filed and issued (to the extent such material Copyrights, Patents and Trademarks have been registered), and all of such material Copyrights, Patents and Trademarks are valid and enforceable.

(vii) The Grantor has not made any assignment or agreement in conflict with the security interest in the material Copyrights, Patents or Trademarks of the Grantor hereunder.

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4.Covenants. The Grantor covenants that until such time as the Obligations are fully satisfied, the Grantor shall:

(a) Other Liens. Defend the Collateral against the claims and demands of all other parties claiming an interest therein, keep the Collateral free from all liens, other than the Permitted Encumbrances.

(b) Filing of Financing Statements. Notices. etc. The Grantor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. The Grantor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the Copyright Office in the form of Exhibit A, (B) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO in the form of Exhibit B attached hereto, and (C) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO in the form of Exhibit C attached hereto; (ii) to consummate the transactions contemplated hereby; and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, the Grantor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent’s security interest in any or all of the Collateral of the Grantor without, to the extent permitted by law, the Grantor’s signature thereon, and further the Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as the Grantor’s attorney in fact with full power and for the limited purpose to sign in the name of the Grantor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Obligations are fully satisfied. The Grantor hereby agrees that any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to the Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of the Grantor or any part thereof, or to any of the Obligations, the Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if the Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of the Grantor pursuant to the power of attorney granted hereinabove). Grantor agrees to mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.

(i) (A) Continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use except in the ordinary course of business, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated.

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(ii) Not do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated except in the ordinary course of business.

(iii) Notify the Administrative Agent promptly, but in any event within ten (10) Business Days, if it knows, or has reason to know, that any application or registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated except in the ordinary course of business, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the Copyright Office or USPTO or any court or tribunal in any country) regarding the Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same.

(iv) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the Copyright Office or USPTO, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(v) Promptly notify the Administrative Agent after it learns that any Copyright, Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark.

(vi) Not make any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of the Grantor; hereunder.

(d) New Copyrights, Patents and Trademarks. No later than the date that the Compliance Certificate is delivered for the fiscal quarter with respect to which new Collateral which such Grantor intends to register with the U.S. Copyright Office or the U.S. Patent and Trademark Office is acquired, provide the Administrative Agent with (i) a listing of all such applications (together with a listing of the issuance of registrations or letters on present applications), which new applications and issued registrations or letters shall be subject to the terms and conditions hereunder; and (ii) (A) with respect to Copyright, a duly executed Notice of Grant of Security Interest in Copyrights, (B) with respect to Patents, a duly executed Notice of Grant of Security Interest in Patents, (C) with respect to Trademarks, a duly executed Notice of Grant of Security Interest in Trademarks, or (D) such other duly executed documents as the Administrative Agent may request in a form acceptable to counsel for the Administrative Agent and suitable for recording to evidence the security interest in the Copyright, Patent or Trademark which is the subject of such new application.

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5.Reserved.

6.Remedies. Grantor hereby acknowledges and affirms that the rights and remedies of Administrative Agent and Lenders with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

7.Rights of the Administrative Agent.

(a) Power of Attorney. In addition to other powers of attorney contained herein, Grantor hereby designates and appoints the Administrative Agent, and each of its designees or agents, as attorney-in-fact of the Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default:

(i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;

(ii) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

(iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;

(iv) receive, open and dispose of mail addressed to Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of Grantor on behalf of and in the name of Grantor, or securing, or relating to such Collateral;

(v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

(vi) adjust and settle claims under any insurance policy relating thereto;

(vii) execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

(viii) institute any foreclosure proceedings that the Administrative Agent may deem appropriate; and

(ix) do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

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This power of attorney is a power coupled with an interest and shall be irrevocable until such time as the Obligations are satisfied in full. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

(b) Performance by the Administrative Agent of Obligations. If Grantor fails to perform any agreement or obligation contained herein, the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Grantor pursuant to Section 9 hereof.

(c) Assignment by the Administrative Agent. The Administrative Agent may from time to time and in accordance with the provisions of the Loan Agreement, assign the Obligations and any portion thereof and/or the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Security Agreement in relation thereto.

8.Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, any payments in respect of the Obligations and any proceeds of the Collateral, when received by the Administrative Agent in cash or its equivalent, will be applied in reduction of the Obligations in accordance with the terms of the Loan Agreement.

9.Costs of Counsel. At all times hereafter, the Grantor agrees to promptly pay upon demand any and all reasonable documented costs and expenses of the Administrative Agent, as required under the Loan Agreement and as necessary to protect the Collateral or to exercise any rights or remedies under this Security Agreement or with respect to any Collateral. All of the foregoing costs and expenses shall constitute Obligations hereunder.

10.Continuing Agreement.

(a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until such time as the Obligations are satisfied in full. At such time as the Obligations are satisfied in full, this Security Agreement shall be automatically terminated and the Administrative Agent shall, upon the request and at the expense of the Grantor, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantor evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

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(b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent in defending and enforcing such reinstatement shall be deemed to be included as a part of the Obligations.

11.Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon the Grantor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and its successors and permitted assigns (in accordance with the terms of the Loan Agreement); provided, however, that the Grantor may not assign its rights or delegate its duties hereunder without the prior written consent of the Administrative Agent, as required by the Loan. Agreement. To the fullest extent permitted by law, each Grantor hereby releases the Administrative Agent, and its successors and assigns, from any liability for any act or omission relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent, or its officers, employees or agents.

12.Notices. All notices required or permitted to be given under this Security Agreement shall be in conformance with the Loan Agreement.

13.Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart.

14.Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.

15.Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. This Security Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York, notwithstanding any conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The Administrative Agent shall not be prevented from taking proceedings relating to any dispute arising out of or in connection with this Security Agreement (including a dispute relating to the existence, validity or termination of this Security Agreement or any non-contractual obligation arising out of or in connection with this Security Agreement) in any other courts with jurisdiction and, to the extent allowed by law, the Administrative Agent may take concurrent proceedings in any number of jurisdictions.

16.Severability. If any provision of any of the Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

17.Other Security. To the extent that any of the Obligations are now or hereafter secured by property other than the Collateral, or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Administrative Agent has the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Administrative Agent’s rights or the Obligations under this Security Agreement.

[SEPARATESIGNATURE PAGE(S) FOLLOW]

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Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

	GRANTOR:
Executed<br> and delivered as a deed by	/s/ Jane Elizabeth Gottschalk
PERFECT MOMENT (UK) LIMITED	Director
acting<br> by Jane Elizabeth Gottschalk,
a<br> director, and Maximilian Alexander Gottschalk, a director	/s/ Maximilian Alexander Gottschalk
	Director
Accepted<br> and agreed to as of the date first above written:
---	---
ADMINISTRATIVE<br> AGENT:
X3 HIGHER MOMENT FUND LLC
By:	/s/ Andrew J. Redleaf
Name:	Andrew<br> J. Redleaf
Title:	Managing Member

[Signature Page –Intellectual Property Security Agreement]

SCHEDULE l

INTELLECTUAL PROPERTY

1. Copyrights and Copyright Applications

None.

2. Copyright Licenses

None.

3. Trademarks and Trademark Applications

PendingApplications

Mark	Application No.	Filing Date
Design Only<br><br> <br><br><br> <br>	97669862	November<br> 9, 2022

RegisteredTrademark

Mark	Registration No.	Registration Date
Design Only<br><br> <br>	6474747	September<br> 7, 2021
Design Only<br><br> <br>	6384823	January<br> 15, 2021
PERFECT<br> MOMENT	3376226	January<br> 29, 2008

4. Trademark Licenses

None.

5. Patents and Patent Applications

None.

6. Patent Licenses

None.

| Schedule 1-1 |

| --- |

EXHIBITA

NOTICEOF

GRANTOF SECURITY INTEREST

COPYRIGHTS

United States Copyright Office

To Whom It May Concern:

Please be advised that, pursuant to the Intellectual Property Security Agreement dated as of March 30, 2026 (the “Security Agreement”), by and between PERFECT MOMENT (UK) LIMITED, a private limited company incorporated in England & Wales with company number 10883556 (the “Grantor”) and X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders (as defined therein) (the “Administrative Agent”), the Grantor has granted a continuing security interest in and continuing lien upon, the copyrights shown below to the Administrative Agent, on behalf of the Lenders:

COPYRIGHTS

The Grantor and the Administrative Agent hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very<br> truly yours,
PERFECT MOMENT (UK) LIMITED
By:
Name:
Title:

| Exhibit A-1 |

| --- | | ACKNOWLEDGED AND ACCEPTED: | | --- | | Administrative Agent: | | X3 HIGHER MOMENT FUND LLC | | By: | | Name: | | Title: |

| Exhibit A-2 |

| --- |

EXHIBITB

NOTICEOF

GRANTOF SECURITY INTEREST

PATENTS

United States Patent and Trademark Office

To Whom It May Concern:

Please be advised that, pursuant to the Intellectual Property Security Agreement dated as of March 30, 2026 (the “Security Agreement”), by and between PERFECT MOMENT (UK) LIMITED, a private limited company incorporated in England & Wales with company number 10883556 (the “Grantor”) and X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders (as defined therein) (the “Administrative Agent”), the Grantor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Administrative Agent, on behalf of the Lenders:

PATENTS

Patent No.	Description Of Patent Item	Date Of Patent

PATENT APPLICATIONS

Description of Patent Applied For	Patent Application No.	Date of Filing of Patent Application

The Grantor and the Administrative Agent hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very<br> truly yours,
PERFECT MOMENT (UK) LIMITED
By:
Name:
Title:

| Exhibit B-1 |

| --- | | ACKNOWLEDGED AND ACCEPTED: | | --- | | X3 HIGHER MOMENT FUND LLC | | By: | | Name: | | Title: |

| Exhibit B-2 |

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EXHIBITC

NOTICEOF

GRANTOF SECURITY INTEREST IN

TRADEMARKS

United States Patent and Trademark Office

To Whom It May Concern:

Please be advised that, pursuant to the Intellectual Property Security Agreement dated as of March 30, 2026 (the “Security Agreement”), by and between PERFECT MOMENT (UK) LIMITED, a private limited company incorporated in England & Wales with company number 10883556 (the “Grantor”) and X3 HIGHER MOMENT FUND LLC, in its capacity as administrative agent for the Lenders (as defined therein) (the “Administrative Agent”), the Grantor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications shown below to the Administrative Agent, on behalf of the Lenders:

TRADEMARKS

Marks	Owner	Ser. No. Filing Date	Reg. No. Reg. Date	Status

TRADEMARK APPLICATIONS

Marks	Owner	Ser. No. Filing Date	Reg. No. Reg. Date	Status

The Grantor and the Administrative Agent hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very<br> truly yours,
PERFECT MOMENT (UK) LIMITED
By:
Name:
Title:

| Exhibit C-1 |

| --- | | ACKNOWLEDGED AND ACCEPTED: | | --- | | X3 HIGHER MOMENT FUND LLC | | By: | | Name: | | Title: |

| Exhibit C-2 |

| --- |

Exhibit10.6

SECURITIES PURCHASE AGREEMENT

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”).

**WHEREAS,**the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, (i) shares of its common stock, par value $0.0001 per share (“Common Stock”) at the Per Share Purchase Price (as defined herein), and (ii) warrants to purchase shares of Common Stock, subject to the terms and conditions therein contained (the “Offering”); and

WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements of the Securities Act afforded by the provisions of Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission.

NOW,THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration (including the provision of the loans under the Loan Agreement), the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agrees as follows:

ARTICLE I. DEFINITIONS

Section 1.01. Definitions. In addition to the terms defined elsewhere in this Agreement:

(a) the following terms have the meanings set forth in this Agreement:

“$” or “USD” means United States Dollars.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Approval Deadline” shall have the meaning as set forth in Section 4.03 hereof.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

“Closing” or “Closing Date” means the closing of the purchase of the Shares and the issuance of the Warrants on a Business Day, on or before May 8, 2026, when: (i) all of the Transaction Documents for such Securities have been executed and delivered by the applicable parties thereto; and (ii) closing conditions set forth in Section 2.03 below, have been satisfied or waived in writing.

“Commission” means the United States Securities and Exchange Commission.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Issuances” means any issuance of (a) shares of any equity securities (including warrants or other convertible securities) pursuant to an employee benefit plan or similar program, or any compensatory arrangement or agreement approved by the Board of Directors and shareholders of the Company, (b) shares of any equity securities issuable upon exercise of any warrants or upon conversion, exercise or redemption of other securities outstanding as of the date of this Warrant which have been disclosed in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, (c) shares of Common Stock or securities convertible into Common Stock, as applicable, issued by the Company upon exercise of the Warrant or pursuant to any of the other Transaction Agreements, (d) securities issued pursuant to acquisitions or strategic transactions, and (e) securities issued upon the exercise or exchange of or conversion of any securities, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock in each case issued and outstanding on the date of the Warrant, provided that such securities have not been amended since the date of the Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits or combinations) or to extend the term of such securities.

“Loan Agreement” means the Loan Agreement, dated March 30, 2026, between the Company, X3 Higher Moment Fund LLC as administrative agent, certain guarantors, and the lenders from time to time party thereto.

“Material Adverse Change” means any change, event, or occurrence (collectively, “Events”), that, individually or in the aggregate, has had a material adverse effect on the legal authority and ability of the Company to comply with the terms of this Agreement, including the issuance and sale of the Securities.

“Offered Shares” means 6,060,606 Shares.

“Per Share Purchase Price” means $0.33 per share.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing of a registration statement of the Company in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement(s) by the Commission.

“Registration Rights Agreement” means that the registration rights agreement to be entered into as of the date hereof between the Company and the Investor.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

“SEC Documents” means all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act, as well as all registration statements under the 1933 Act, filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein.

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“Securities” means the Shares and the Warrants.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means shares of Common Stock.

“Subscription Amount” means $2,000,000, which is the aggregate amount to be paid for the Securities purchased hereunder.

“Subsidiary” means any subsidiary of the Company and shall, where applicable, include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Transaction Documents” means this Agreement, all appendices, exhibits and schedules hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder, including but not limited to the Warrants, the Registration Rights Agreement and the Loan Agreement.

“Warrants” means a warrant to purchase 8,276,944 shares of Common Stock at a fixed exercise price of $0.40 per share.

“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants.

ARTICLE II. PURCHASE AND SALE

Section 2.01 Closings.

(a) On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Investor agrees to purchase, the Offered Shares and the Warrants.

(b) At or prior to the Closing, the Investor shall deliver the Subscription Amount to the Company. At the Closing, the Company shall deliver to the Investor the applicable Securities and the Company and the Investor shall deliver the other items set forth in Section 2.02. Upon satisfaction of the conditions set forth in Section 2.03, the Closing, as applicable, shall occur at the offices of Loeb & Loeb, LLP, counsel to the Company, or such other location as the parties shall mutually agree or may be closed remotely by electronic delivery of documents.

Section 2.02 Closing Deliverables.

(a) On or prior to the Closing Date, the Company shall deliver or cause the following to be delivered to the Investor:

(i)	this<br> Agreement executed by the Company;

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| --- | | (ii) | evidence of electronic transfer of the Shares purchased by the Investor, registered in the name of the Investor; | | --- | --- | | (iii) | the Warrants executed by the Company; | | --- | --- | | (iv) | the Registration Rights Agreement executed by the Company; | | --- | --- | | (v) | a duly executed certificate of an officer of the Company appending thereto (A) copies of duly executed resolutions or consents, of the directors, members or manager, as applicable, approving and consenting to the Company’s execution, performance of its obligations under the Transaction Documents and the transaction contemplated thereby and (B) a certificate of good standing or equivalent document dated no more than five days prior to the date hereof; and | | --- | --- | | (vi) | an opinion of counsel of the Company addressing matters customary for opinions relating to the type of transactions set forth in this Agreement, in a form satisfactory to the Investor. | | --- | --- |

(b) On or prior to the Closing Date, the Investor shall deliver or cause to be delivered to the Company the following:

(i)	this<br> Agreement executed by the Investor;
(ii)	the<br> Registration Rights Agreement executed by the Investor; and
(iii)	the<br> Subscription Amount.

Section 2.03 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)	the<br> accuracy in all material respects on the Closing Date of the representations and warranties<br> of the applicable Investor contained herein;
(ii)	all<br> obligations, covenants and agreements of the Investor required to be performed at or prior<br> to the Closing Date shall have been performed;
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(iii)	the<br> delivery by the Investor of the items set forth in Section 2.02(b) of this Agreement;
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(iv)	prior<br> to or simultaneously with the Closing, the Loan Agreement shall have been fully executed<br> by all parties thereto, and the initial Revolving Credit Advance shall have been made.
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(b) The obligations of the Investor in connection with the Closing are subject to the following conditions being met:

(i)	the<br> accuracy in all material respects (or, to the extent representations or warranties are qualified<br> by materiality or Material Adverse Change, in all respects) when made and on the Closing<br> Date of the representations and warranties of the Company contained herein (unless as of<br> a specific date therein in which case they shall be accurate as of such date);
(ii)	all<br> obligations, covenants and agreements of the Company required to be performed at or prior<br> to the Closing Date shall have been performed;
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(iii)	the<br> delivery by the Company of the items set forth in Section 2.02(a) of this Agreement;
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(iv)	prior<br> to or simultaneously with the Closing, the Loan Agreement shall have been fully executed<br> by all parties thereto, and the initial Revolving Credit Advance shall have been made.
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(v)	The<br> Registration Rights Agreement shall be in full force and effect, and the Company shall be<br> obligated thereunder to file a Registration Statement covering the Registrable Securities<br> within the time periods specified therein.
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ARTICLE III. REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Investor as of the date hereof and as of the applicable Closing Date, as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, individually or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change. All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not result in a Material Adverse Change.

(b) Corporate Power; Consents.

(i)

Conduct of Business. The Company and each Subsidiary has all requisite corporate power and authority, and has all necessary consents, authorizations, approvals, orders, licenses, certificates, qualifications, registrations and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the SEC Documents.

(ii)

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals, orders, licenses, certificates, qualifications and registrations required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement, except with respect to applicable federal and state securities laws and the rules and regulations of the Exchange.

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(c) Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(d) Securities Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company or any Subsidiary; and all corporate action required to be taken for the authorization, issuance and sale of the Securities, if any has been duly and validly taken.

(e) No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge, mortgage, pledge, security, interest, claim, preferential arrangement, or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to the terms of any material agreement or instrument, license or permit, to which the Company or any Subsidiary is a party, or to which any of its or their assets are bound; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or certificate of incorporation or formation (or similar document) of any Subsidiary, or the by-laws of the Company or any Subsidiary; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof, except, with respect to clause (iii), for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

(f) Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the SEC Documents, the duly authorized, issued and outstanding capitalization as set forth therein. Except as set forth in, or contemplated by, the SEC Documents, as of the applicable Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock or other equity securities of the Company or any Subsidiary or any security convertible or exercisable into shares of Common Stock or other equity securities of the Company or any Subsidiary, or any contracts or commitments to issue or sell shares of Common Stock or other equity securities or any such options, warrants, rights or convertible securities.

(g) No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject. Neither the Company nor any Subsidiary is in violation of any term or provision of its Charter, certificate of incorporation or formation (or similar document) or by-laws, or except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, is not in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

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(h) Exchange Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act during the preceding twelve (12) months (except to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, except where the failure to timely file could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.

(i) Disclosures in Commission Filings. Since January 1, 2024, (i) none of the Company’s filings with the Commission contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).

(j) Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the SEC Documents, fairly present in all material respects the financial position and the results of operations of the Company and its Subsidiaries, taken as a whole at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated by reference in the SEC Documents present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the SEC Documents under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included or incorporated by reference in the SEC Documents have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act, or the Exchange Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the SEC Documents, or incorporated or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the SEC Documents discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company or any Subsidiary with unconsolidated entities or other Persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Company and its Subsidiaries. Except as disclosed in the SEC Documents, (a) neither the Company nor any of its direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act), including each entity disclosed or described in the SEC Documents as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.

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(k) Litigation; Governmental Proceedings. There is no material action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or any Subsidiary or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the SEC Documents.

(l) No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent.

(m) Taxes. Each of the Company and its Subsidiaries has filed all material returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid all material taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the SEC Documents are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

(n) Compliance with Laws. The Company and each of its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules, regulations, ordinances, judgments, orders and decrees of all Governmental Entities applicable to its business (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice from any other Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, consents, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, litigation, proceeding, hearing, enforcement, investigation, inquiry, arbitration or other action from any Governmental Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, litigation, proceeding, hearing, enforcement, investigation, inquiry, arbitration or other action; (E) has not received notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, filings, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed in all material respects (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

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(o) Environmental Laws. The Company and each of its Subsidiaries is in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”), except where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any Subsidiary (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any Subsidiary is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any Subsidiary, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company has knowledge, except that would not, individually or in the aggregate, result in a Material Adverse Change.

(p) Real Property. Except as set forth in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the SEC Documents, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(q) Sarbanes-Oxley Compliance.

(i)

Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and, except as disclosed in the SEC Documents, such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

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| --- | | (ii) | Compliance. The Company and its Subsidiaries are, or on the applicable Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to them, and have implemented or will implement such programs and taken reasonable steps to ensure its and their future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act. | | --- | --- |

(r) Accounting Controls. Except as described in the SEC Documents, the Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Documents, the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ and its Subsidiaries’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(s) Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or Affiliate of the Company and its Subsidiaries or any other Person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other Person who was, is, or may be in a position to help or hinder the business of the Company or any Subsidiary (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company or any Subsidiary to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company or any Subsidiary. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company and its Subsidiaries to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

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(t) Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or Affiliate of the Company and its Subsidiaries or any other Person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

(u) Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

Section 3.02 Representations and Warranties of the Investor.

The Investor hereby represents and warrants to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Authority; Organization. The Investor has full power and authority to enter into the Transaction Documents and to perform all obligations required to be performed by it hereunder. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Investor. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account. The Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable State Securities Law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable State Securities Law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable State Securities Law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution the same (this representation and warranty not limiting the Investor’s right to sell the Securities in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable State Securities Law. The Investor is acquiring the Securities in the ordinary course of its investment business.

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(c) Non-Transferrable. The Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (ii) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

(d) Investor Status. The Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company or any of its Affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

(e) Experience of Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities , and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(f) General Solicitation. The Investor acknowledges that neither the Company nor any other Person offered to sell the Securities to it by means of any form of general solicitation or advertising, including but not limited to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(g) Information from Company. The Investor and its purchaser representatives or investment managers, if any, have been afforded the opportunity to obtain any information necessary to verify the accuracy of any representations or information presented by the Company in the Transaction Documents and have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Securities and anything set forth in the Transaction Documents. Neither the Investor nor the Investor’s purchaser’s representatives or investment managers, if any, have been furnished any offering literature by the Company or any of its Affiliates, associates or agents other than the Transaction Documents, and the agreements referenced therein. Notwithstanding the foregoing, nothing herein shall limit or waive any claims the Investor may have under applicable securities laws with respect to any untrue statement or omission of a material fact.

(h) Speculative Nature of Investment; Risk Factors. THE INVESTOR UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGHDEGREE OF RISK, including, by way of example and not in limitation, the specific risks identified in the SEC Documents. Prior to execution of the Transaction Documents, the Subscriber fully understands and acknowledges such disclosures and acknowledges that: (i) any projections, forecasts or estimates as may have been provided to such Investor are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections, forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management; (ii) the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one or more of the tax consequences of this investment; and (iii) the Investor has been advised to consult with his own advisor regarding legal matters and tax consequences involving this investment. The Investor represents that the Investor’s investment objective is speculative in that the Investor seeks the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore the Investor’s risk exposure is also speculative. The Securities offered hereby are highly speculative and involve a high degree of risk and the Investor should only purchase these securities if the Investor can afford to lose their entire investment. The foregoing acknowledgments shall not be deemed to limit the Company’s liability for violations of applicable securities laws or for any untrue statement or omission of a material fact.

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(i) No Group. The Investor is not a member of, and has no plans to become a member of, any “group” formed for the purpose of holding, investing in or voting the securities of Company, as such term is understood pursuant to Rule 13d-3 under the Exchange Act.

ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES

Section 4.01 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with applicable state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. The Warrants may not be sold or transferred by the Investor without the written consent of the Company, which shall not be unreasonably withheld. As a condition of such sale or transfer, any such transferee shall agree in writing to be bound by the terms of the Transaction Documents and shall have the rights of the Investor under the Transaction Documents.

(b) The Investor agrees to the imprinting, so long as is required by this Section 4.01, of a legend on any of the Securities in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION 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, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(c) Upon the Investor’s request in connection with a proposed sale of Securities pursuant to Rule 144 and if the Company reasonably determines it is so required, upon receipt of customary documentation from the Investor’s broker (if the Securities are sold in brokers transactions), the Company shall, at its own cost and effort, retain legal counsel to provide an opinion letter to the Company’s transfer agent opining that the underlying Securities may be resold without registration under the Securities Act, pursuant to Rule 144, promulgated thereunder, so long as the requirements of Rule 144 are met for any Securities to be resold thereunder. The Company shall arrange for any such opinion letter to be provided not later than five (5) Business Days after the date of delivery to and receipt by the Company of a written request by the Investor together with (if required in order to render the opinion) any broker’s representation letter of other customary documentation reasonably requested by the Company evidencing compliance with Rule 144 (“Legend Removal Date”), and such opinion letter may be a ‘blanket’ opinion letter covering underlying Securities held by more than one Investor (if applicable to more than one Investor).

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(d) The Investor agrees that the Investor will sell any Securities only pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.01 is predicated upon the Company’s reliance upon this understanding.

Section 4.02 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of the Investor. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Investor under applicable state securities laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Investor.

Section 4.03[Reserved].

Section 4.04 Company Standstill. Without the prior written consent of Investor, from the date hereof until the date of the 2026 Annual Meeting, neither the Company nor any Subsidiary or Affiliate thereof shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any of its equity securities or securities convertible into its equity securities, other than an Exempt Issuance or (ii) file any registration statement or any amendment or supplement thereto except that resale registration statement covering the Shares and the shares of common stock underlying the Warrants. The Company shall not, directly or indirectly, circumvent the intent of this Section 4.04 through any transaction or series of related transactions having a similar economic effect. The Company further agrees that it shall not require the Investor to exercise any Warrants unless the resale of the underlying shares is permitted pursuant to an effective Registration Statement and no suspension, blackout or Allowed Delay (as defined in the Registration Rights Agreement) is in effect.

ARTICLE V. INDEMNIFICATION AND CONTRIBUTION

5.01 Indemnification.

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Securities or (iii) any material violation by the Company of the this Agreement, the Warrants or the Registration Rights Agreement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. The indemnification obligations of the Company under this Section 5.01 shall not prevent the Investors from pursuing any liability the Company may otherwise have under applicable law. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5.01(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of a registration statement, or any such amendment thereof or supplement thereto; (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased the Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.

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(b) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 5.01 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 5.01, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 5.01, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

Section 5.02 Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 5.01 to the fullest extent permitted by law; provided, however, that: (i) no seller of Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Securities.

ARTICLE VI. MISCELLANEOUS

Section 6.01 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.

Section 6.02 Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

Section 6.03 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Section 6.04 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) one Business Day after the date of transmission, if such notice or communication is delivered via e-mail at the e-mail set forth below prior to 5:30 p.m. (New York City time) on a Business Day, with written confirmation of successful transmission; (ii) the next Business Day after the date of transmission, if such notice or communication is delivered via e-mail set forth below on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (iii) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Investor:

Krane Capital LLC

280 Park Avenue

New York, NY 10017

Attention: Jennifer Tarleton

E-mail: jennifer.tarleton@kranecapital.com

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If to the Company:

Perfect Moment Ltd.

244 5th Ave Ste 1219

New York, NY 10001

Attention: Max Gottschalk, Chairman

e-mail: max@perfectmoment.com

with a copy (which shall not constitute notice) to:

Loeb and Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum, Esq.

e-mail: mnussbaum@loeb.com

Section 6.05 Amendments; Waivers. No provision of the Transaction Documents may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of the Transaction Documents shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 6.06 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than by merger). The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Securities, provided that such transfer complies with the terms of this Agreement and all applicable federal and state securities laws and that such transferee agrees in writing with the Company to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Investor. Notwithstanding the foregoing, the Investor may assign this Agreement and any rights hereunder, in whole or in part, to any Affiliate or to any investment fund or account managed or advised by the Investor, without the consent of the Company.

Section 6.07 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York, or of any other state, that would cause another jurisdiction’s laws to apply.

Section 6.08 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ‘.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ‘.pdf” signature page was an original thereof.

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Section 6.09 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section 6.10 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

Section 6.11 Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Transaction Documents, unless otherwise specially addressed in the relevant provision of such Transaction Document.

Section 6.12 Headings. The headings herein are for convenience only, do not constitute a part of the Transaction Documents and shall not be deemed to limit or affect any of the provisions hereof.

Section 6.13 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Section 6.14 Specific Performance. The Company acknowledges that monetary damages alone would not be adequate compensation to the Investors for a breach by the Company of this Agreement and the Investor may seek an injunction or an order for specific performance from a court of competent jurisdiction if (a) the Company fails to comply or threatens not to comply with this Agreement or (b) the Investor has reason to believe that the Company will not comply with this Agreement.

[Signaturepage follows]

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INWITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date above.

PERFECT<br> MOMENT LTD.
By:	/s/<br>Jane Gottschalk
Name:	Jane<br> Gottschalk
Title:	President
INVESTOR:
KRANE<br> CAPITAL LLC
By:	/s/<br> Jennifer<br> Krane
Name:	Jennifer<br> Krane
Title:	Vice<br> President
Number<br> of Shares: 6,060,606
Number<br> of Warrants: 8,276,944

[Signature Page to Securities Purchase Agreement]

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

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”).

RECITALS

WHEREAS, on the date hereof, the Company is effecting the sale of 6,060,606 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), the issuance of warrants (the “X3 Warrants”) to purchase up to 1,864,753 shares of Common Stock (the “X3 Warrant Shares”) at a per share exercise price of $0.46822 , and the issuance of warrants (the “Krane Warrants” and collectively with the X3 Warrants the “Warrants”) to purchase up to 8,276,944 shares of Common Stock (the “Krane Warrant Shares” and collectively with the X3 Warrant Shares the “Warrant Shares”) at a per share exercise price of $0.40 to the Investors pursuant to certain Securities Purchase Agreements (the “Purchase Agreements”) dated as of even date herewith by and between the Company and each Investor.

WHEREAS, the Company and the Investor desires to set forth the registration rights to be granted by the Company to the Investor.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

The parties hereby agree as follows:

Certain Definitions. Except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires, the following terms shall have the following meanings:

“BusinessDay” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized by law to close.

“CommonStock” means the Company’s common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter be reclassified.

“Prospectus” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

“Register,” “registered” and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“RegistrableSecurities” means (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that an Investor’s security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) the sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for public resale by the Investor pursuant to Rule 144 under the 1933 Act without regard to the holding period or volume limitations thereunder.

“RegistrationStatement” means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“SEC” means the U.S. Securities and Exchange Commission.

“SellingStockholder Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.

“1933Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“1934Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Registration.

(a) Registration Statement. On or before the later of 15 days from the date of the issuance of the Shares, the Company shall prepare and file with the SEC a Registration Statement on Form S-1 (or on Form S-3, if Form S-3 is then available to the Company) to effect a registration for resale of the Shares, the Warrant Shares. Subject to any SEC comments, each Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Each Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission. The Company may impose reasonable restrictions on the length of the review process.

(b) Expenses. The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, reasonable fees and expenses of one counsel to the Investor and the Investor’s reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

(i) The Company shall use commercially reasonable efforts to have each Registration Statement declared effective within 60 days after the date of filing of the Registration Statement. The Company shall promptly notify the Investor by facsimile or e-mail as promptly as possible after, and in any event, no later than 5:00 p.m. New York City time on the next Business Day following the date, any Registration Statement is declared effective and shall simultaneously provide the Investor by facsimile or e-mail with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

(ii) Notwithstanding anything herein to the contrary, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of the Investor) disclose to the Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investor in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to terminate an Allowed Delay as promptly as practicable.

(d) Rule 415; Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter,” the Company shall use its best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter.” The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) first remove any securities registered for the account of any selling shareholders other than the holders of Registrable Securities, (ii) second remove any securities being registered for sale by the Company, and (iii) third remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SECRestrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor.

Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold without any restriction pursuant to Rule 144 (the “Effectiveness Period”) and (x) advise the Investor in writing when the Effectiveness Period has expired, and (y) provide the Investor with a copy of the opinion of counsel to the Company to the Transfer Agent and instructions from the Company to the Transfer Agent to remove the re-sale restrictions imposed by the 1933 Act from the Registrable Securities, both of which will be irrevocable;

(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c) provide copies to counsel designated by the Investor and permit such counsel to review and provide comments on each Registration Statement and all amendments and supplements thereto no fewer than two Business Days, in the case of the initial Registration Statement, and one Business Day, in the case of any amendment or supplement, prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

(d) furnish to the Investor and to counsel designated by the Investor (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two Business Days after the filing date, receipt date or sending date, as the case may be) one copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor that are covered by the related Registration Statement;

(e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

(f) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Investor and its counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investor and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;

(g) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

(h) immediately notify the Investor, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

(i) comply in all material respects with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investor in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investor is required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

(j) With a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) twelve months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; (iii) furnish to the Investor upon request, as long as the Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration; and (iv) use commercially reasonable efforts to assist the Investor with the removal of any legends required under Rule 144 under the 1933 Act, including with respect to any opinions required thereby, provided that the Company’s obligations hereunder are subject to the reasonable determination of the Company and the Company’s counsel that any such legend removal complies with the 1933 Act.

Due Diligence Review; Information. Upon written request, the Company shall make available, during normal business hours, for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and its accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. As a condition to such inspection and review, the Company may require the Investor to enter into a confidentiality agreement.

The Company shall not disclose material nonpublic information to the Investor, or to advisors to or representatives of the Investor, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

Obligations of the Investor.

(a) The Investor shall furnish to the Company a completed and executed Selling Stockholder Questionnaire.

(b) The Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii), or (ii) the happening of an event pursuant to Section 3(h) hereof, the Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made.

Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless the Investor and its officers, directors, members, managers, employees and agents, successors and assigns, and each other person, if any, who controls the Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse the Investor, and each such officer, director or member and each such controlling person upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus or from the gross negligence, willful misconduct or fraud of the Investor. For an abundance of clarity, the liquidated damage provisions in Section 2 shall not limit the recovery to which the Investor is entitled under this Section 6.

(b) Indemnification by the Investor. The Investor agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or (ii) the gross negligence, willful misconduct or fraud of the Investor. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Section 6 and the amount of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission) received by the Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists or may exist between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, and such settlement shall not include any admission as to fault on the part of such indemnified party.

(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

Miscellaneous.

(a) Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Investor. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Investor.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in the Purchase Agreement.

(c) Assignments and Transfers by the Investor. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its respective successors and assigns and indemnitees. The Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by the Investor to such person, provided that the Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected and agrees in writing to be bound by the terms hereof.

(d) Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Investor, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investor in connection with such transaction unless such securities are otherwise freely tradable by the Investor after giving effect to such transaction.

(e) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Counterparts; Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

(g) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(h) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

(i) Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, provided however, that if any term herein limits in any way the rights of the Investor set forth in the Purchase Agreement, the terms of the Purchase Agreement shall control.

(k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County (including the United States District Court for the Southern District of New York) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATIONWITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(Signaturepages follow)

IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

PERFECT MOMENT LTD.
By:
Name:	Jane<br> Gottschalk
Title:	President

**[SignaturePage to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

X3 HIGHER MOMENT FUND LLC
By:
Name:
Title:
Number of Warrants: 1,864,753
KRANE CAPITAL LLC
By:
Name:
Title:
Number of Shares: 6,060,606
Number of Warrants: 8,276,944

**[SignaturePage to Registration Rights Agreement]

Exhibit A

Planof Distribution

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

●	ordinary<br> brokerage transactions and transactions in which the broker-dealer solicits purchasers;
●	block<br> trades in which the broker-dealer will attempt to sell the shares as agent, but may position<br> and resell a portion of the block as principal to facilitate the transaction;
---	---
●	purchases<br> by a broker-dealer as principal and resale by the broker-dealer for its account;
---	---
●	an<br> exchange distribution in accordance with the rules of the applicable exchange;
---	---
●	privately<br> negotiated transactions;
---	---
●	short<br> sales effected after the date the registration statement of which this Prospectus is a part<br> is declared effective by the SEC;
---	---
●	through<br> the writing or settlement of options, forward sales or other hedging transactions, whether<br> through an options exchange or otherwise;
---	---
●	broker-dealers<br> may agree with the selling stockholders to sell a specified number of such shares at a stipulated<br> price per share; and
---	---
●	a<br> combination of any such methods of sale.
---	---

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

Exhibit B

PERFECT MOMENT LTD.

Selling Stockholder Questionnaire

The undersigned beneficial owner of the Registrable Shares of the Company, understands that the Company intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Warrant Shares (the “Registrable Securities”), in accordance with the terms of the Registration Rights Agreement to which this questionnaire is attached as Exhibit B (the “Registration Rights Agreement”), among the Company and the Investor named therein. The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the 1933 Act that will permit you to resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement. A copy of the Registration Rights Agreement is available from the Company upon request All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

This Questionnaire requests information concerning your “beneficial ownership” of the securities of the Company. The SEC has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of the date of this Questionnaire, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons might count as beneficial owners of the same share.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

QUESTIONNAIRE

1.	Name.
(a)	Full<br> Legal Name of Selling Securityholder
---	---
(b)	Full<br> Legal Name of Registered Holder (if not the same as (a) above) through which Registrable<br> Securities Listed in Item 3 below are held:
---	---
(c)	If<br> the Selling Securityholder in Item 1(a) is an entity (e.g., a corporation, partnership, LLC,<br> trust, etc.), provide the Full Legal Name of the natural person(s) who directly or indirectly<br> alone or with others has power to vote or dispose of the Registrable Securities:
---	---

2.	Address for Notices to Selling Securityholder:
Telephone:
---
Fax:
Contact<br>Person:
E-mail<br> address of Contact Person:________________________________________________

3.	Beneficial Ownership of Registrable Securities:
(a)	Type<br> and Number of Registrable Securities beneficially owned:
---	---
4.	Broker-Dealer Status:
---	---
(a)	Are<br> you a broker-dealer?
---	---

Yes ☐ No ☐

Note:	If<br>yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(b)	Are<br> you an affiliate of a broker-dealer?
---	---

Yes ☐ No ☐

Note:	If<br>yes, provide a narrative explanation below:
(c)	If<br> you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities<br> in the ordinary course of business, and at the time of the purchase of the Registrable Securities<br> to be resold, you had no agreements or understandings, directly or indirectly, with any person<br> to distribute the Registrable Securities?
---	---

Yes ☐ No ☐

Note:	If<br>no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Exceptas set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other thanthe Registrable Securities listed above in Item 3.

6.	Relationships with the Company:

Exceptas set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship withthe Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

7.	Plan of Distribution:

Theundersigned has reviewed the form of Plan of Distribution attached as Exhibit A to the Registration Rights Agreement, and hereby confirmsthat, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correctand complete.

State any exceptions here:

***********

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in each Registration Statement filed pursuant to the Registration Rights Agreement and each related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the related prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and is advised of the following Commission interpretations regarding short selling:

“AnIssuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the sellingstockholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered sharesafter the effective date. The issuer was advised that the short sale could not be made before the registration statement become effective,because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violationof Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Selling<br> Securityholder:
By:
---
Name:
Title:

PLEASERETURN A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE BY OVERNIGHT MAIL OR ELECTRONIC MAIL, TO:

Perfect Moment Ltd.

244 5th Ave., Suite 1219

New York, NY 10001

Attention: Jane Gottschalk

Email: jane@perfectmoment.com

WITH A COPY TO

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.

E-mail: mnussbaum@loeb.com

Exhibit 99.1

PerfectMoment Secures $12 Million in Growth Financing to Support Path to Profitability and Accelerated Growth

Landmarkfinancing from institutional investors, Krane Capital LLC and X3 Higher Moment Fund LLC, enhances financial flexibility and supportsnear-to medium-term strategic initiatives

$10million revolving credit facility, complemented by $2 million equity investment at an ~84% premium to market, reflecting strong institutionalconviction in Perfect Moment’s strategy

Combinedfinancing supports ongoing product innovation, category expansion, and long-term shareholder value creation

LONDON– March 30, 2026 – Perfect Moment Ltd. (NYSE American: PMNT), a high-performance, luxury lifestyle brand that fuses technical excellence with fashion-led designs, today announced it has secured $12 million in growth financing.

The financing includes a $10 million revolving credit facility jointly provided by Krane Capital LLC (“Krane Capital”) and X3 Higher Moment Fund LLC (“X Cubed”), as well as a separate $2 million equity investment from Krane Capital at a price of $0.33 per share—representing an 75% premium to Perfect Moment’s closing share price of $0.19 on March 27, 2026.

The parties entered into separate definitive agreements for the revolving credit facility and the equity investment on March 27, 2026. The revolving credit facility closed on March 30, 2026, and the equity investment is expected to close within the next month.

The $12 million combined financing represents one of the most significant capital raises in Perfect Moment’s history and is expected to strengthen its liquidity position, support continued operational execution and provide additional financial flexibility as it advances its strategic plan. Building on Perfect Moment’s recently reported first profitable quarter, the financing strengthens the balance sheet and supports its path toward sustainable profitability, while enabling continued investment across key growth initiatives.

The capital structure—anchored by a $10 million revolving credit facility from two institutional lenders and an equity investment from Krane Capital at a premium to the recent market price—is designed to support Perfect Moment’s near-to-medium term priorities and accelerate progress toward sustainable growth and profitability.

RevolvingCredit Facility

The $10 million revolving credit facility is jointly provided by Krane Capital ($4 million) and X Cubed ($6 million). The facility has a term of 24 months and will bear interest at a rate of 12.0% per annum, subject to customary covenants and conditions. The facility will be available for general corporate purposes, including working capital, product development, and the repayment of outstanding debt.

EquityInvestment

Concurrently, Krane Capital has agreed to purchase 6,060,606 shares of Perfect Moment’s common stock at a price of $0.33 per share, representing an 75% premium to its closing share price of $0.19 on March 27, 2026. The gross proceeds from the $2 million equity investment will be strategically deployed to strengthen Perfect Moment’s balance sheet and liquidity position, supporting compliance with the continued listing requirements of the NYSE American exchange. The significant premium paid by Krane Capital reflects deep institutional conviction in Perfect Moment’s brand, operational trajectory, and long-term value creation potential.

ManagementCommentary

“The objective of this financing is to secure the capital necessary to support our long-term strategic plan and continued operational execution,” said Max Gottschalk, Executive Chairman of Perfect Moment.

“With the leadership team now in place and improving revenue trends and margins, we believe Perfect Moment is building positive momentum toward sustainable profitability. The participation of institutional investors such as Krane Capital and X Cubed reflects confidence in our strategy and operating progress. This financing enhances our financial flexibility in the near- to medium-term and supports continued expansion across our key initiatives. We remain focused on disciplined execution and positioning Perfect Moment to capitalize on attractive growth opportunities,” added Max Gottschalk.

“We also believes that Krane Capital’s leadership and deep experience building investment and operating platforms in China, will be instrumental in supporting Perfect Moment’s strategic expansion into this high-growth market. Leveraging Krane Capital’s local market insight, relationships, and operational expertise, will help us identify and partner with best-in-class local operators to build a strong, scalable presence. This collaboration is expected to accelerate the development of a carefully curated distribution strategy, ensuring the brand is positioned appropriately within the premium segment and reaches its target consumer base with authenticity and impact.”

Chath Weerasinghe, Chief Financial and Operating Officer of Perfect Moment, commented: “This $12 million financing package represents a significant milestone for Perfect Moment. Following our recently reported profitable quarter, we believe this capital strengthens our liquidity position and provides additional flexibility to execute our strategic growth initiatives.

The investment by Krane Capital at a premium to our recent trading price reflects confidence in our brand and long-term strategy. Together with the revolving credit facility, we believe we have established a more robust capital structure to support product innovation, category expansion, and go-to-market execution. We remain focused on disciplined growth and long-term shareholder value creation.”

StrategicRationale

The combined $12 million financing is expected to:

●	Enhance<br> near- to medium-term financial flexibility, supporting continued operational execution and<br> reducing short-term funding uncertainty.
●	Support<br> Perfect Moment’s path to profitability, building on the momentum of its first profitable<br> quarter while accelerating revenue growth and go-to-market execution.
●	Strengthen<br> the balance sheet and enhance financial flexibility to pursue product innovation and category<br> expansion.
●	Align<br> the interests of established institutional capital partners—Krane Capital and X Cubed—with<br> those of existing shareholders through a premium equity investment and a structured credit<br> facility.
●	Enable<br> Perfect Moment to accelerate development across key product lines, scale go-to-market capabilities,<br> and pursue strategic opportunities aligned with its long-term vision.

AboutPerfect Moment Ltd.

Founded in Chamonix, France, Perfect Moment is a luxury outerwear and activewear brand that merges alpine heritage with fashion-forward performance. Known for its technical excellence, bold design, and versatile pieces that transition seamlessly from slopes to city, the brand is worn by athletes, tastemakers, and celebrities worldwide. Perfect Moment is traded on the NYSE American under the ticker symbol PMNT. Learn more at www.perfectmoment.com.

AboutKrane Capital LLC

The management team of Krane Capital LLC established Krane Funds Advisors, LLC (KraneShares), a global asset management firm founded in 2013 and headquartered in New York. KraneShares manages over $12 billion in assets across a diversified platform of ETFs, private funds, and direct investments spanning China, climate, artificial intelligence, and alternative assets. In 2017, KraneShares formed a strategic partnership with China International Capital Corporation (CICC), one of China’s leading financial institutions; CICC’s largest shareholder is China Investment Corporation (CIC), one of the world’s largest sovereign wealth funds.

AboutX3 Higher Moment Fund LLC

X3 Higher Moment Fund LLC, which is managed by X Cubed Capital Management LLC, is an SEC-registered alternative credit manager headquartered in Minneapolis, Minnesota. Founded by veterans with decades of experience at large institutional firms, X3 Higher Moment Fund LLC specializes in relative value strategies across a broad spectrum of credit markets. The firm blends systematic and discretionary discipline in the dynamic allocation of capital, applying a volatility-informed approach to identify novel dislocations across the capital structure. For more information, visit www.x3cmllc.com.

Forward-LookingStatements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those contained in the forward-looking statements, include those risks and uncertainties described more fully in the sections titled “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are made as of this date and are based on information currently available to us. We undertake no duty to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

InvestorRelations Contact:

Gateway Group

Cody Slach, Greg Robles

949.574.3860

PMNT@gateway-grp.com

**PressContact:**press@perfectmoment.com