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- S-1/A IPO registration
- 2.1 Share Exchange Agreement
- 3.1 Certificate of Incorporation of the Company, Effective As of January 11, 2021
- 3.2 Certificate of Correction, Effective As of January 25, 2021
- 3.3 Form of Certificate of Incorporation of the Company, to Be Effect Upon the Initial Closing of the Company's Initial Public Offering
- 3.4 Bylaws of the Company Currently In Effect
- 3.5 Form of Bylaws of the Company, to Be In Effect Upon the Initial Closing of the Company's Initial Public Offering
- 4.1 Form of the Company's Common Stock Certificate
- 4.3 Form of Convertible Promissory Note for 2021 Debt Financing
- 4.4 Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing
- 4.5 Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing
- 4.6 Form of Convertible Promissory Note for 2022 Debt Financing
- 4.7 Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing
- 10.1 Employment Agreement Between Perfect Moment (Uk) Limited and Mark Buckley
- 10.2 Employment Agreement Between Perfect Moment LTD. and Jeff Clayborne
- 10.3 Employment Agreement Between Perfect Moment (Uk) Limited and Jane Gottschalk
- 10.4 Consulting Agreement Between Perfect Moment Asia Limited and Max Gottschalk
- 10.5 Consulting Agreement Between Perfect Moment Asia Limited and Jane Gottschalk
- 10.6 Consulting Agreement Between Perfect Moment Asia Limited and Tracy Barwin
- 10.7 Consulting Agreement Between Perfect Moment Asia Limited and Arnhem Consulting Limited
- 10.8 2021 Equity Incentive Plan and Forms of Award Agreements Thereunder
- 10.9 Form of Securities Purchase Agreement for 2021 Debt Financing
- 10.10 Form of Security Agreement for 2021 Debt Financing
- 10.11 Form of Registration Rights Agreement for 2021 Debt Financing
- 10.12 Form of Copyright Security Agreement for 2021 Debt Financing
- 10.13 Form of Patent Security Agreement for 2021 Debt Financing
- 10.14 Form of Trademark Security Agreement for 2021 Debt Financing
- 10.15 Form of Securities Purchase Agreement for 2022 Debt Financing
- 10.16 Form of Security Agreement for 2022 Debt Financing
- 10.17 Form of Registration Rights Agreement for 2022 Debt Financing
- 10.18 Independent Director Agreement Between Perfect Moment LTD. and Andre Keijsers
- 10.19 Independent Director Agreement Between Perfect Moment LTD. and Berndt Hauptkorn
- 10.20 Independent Director Agreement Between Perfect Moment LTD. and Tracy Barwin
- 10.21 Form of Indemnification Agreement for Directors and Officers
- 10.22 Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.23 Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.24 Second Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.25 Third Amendment to Consulting Agreement Among Perfect Moment LTD., Perfect Moment Asia LTD. and Lucius Partners LLC
- 10.26 Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.27 Amendment to Term Sheet and Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.28 Second Amendment to Term Sheet and Consulting Agreement Between Perfect Moment Asia LTD. and Montrose Capital Partners Limited
- 10.29 Third Amendment to Consulting Agreement Between Perfect Moment Asia LTD., Perfect Moment LTD. and Montrose Capital Partners Limited
- 10.30 Fourth Amendment to Consulting Agreement Between Perfect Moment Asia LTD., Perfect Moment LTD. and Montrose Capital Partners Limited
- 10.31 Facility Letter Agreement Between Perfect Moment Asia Limited and HSBC
- 10.32 Amendment to Facility Letter Agreement, Dated April 11, 2023, Between Perfect Moment Asia Limited and HSBC
- 10.33 Amendment to Facility Letter Agreement, Dated July 10, 2023, Between Perfect Moment Asia Limited and HSBC
- 10.34 Ubs Switzerland Ag Standby Documentary Credit
- 10.35 Charge Over Securities and Deposits Between Perfect Moment Asia Limited and HSBC
- 10.36 Guarantee of Perfect Moment Limited
- 10.37 Guarantee Agreement Between Perfect Moment Asia Limited and J. Gottschalk & Associates
- 10.38 Guarantee of Max Gottschalk Dated July 7, 2021
- 10.39 Guarantee of Max Gottschalk Dated June 14, 2018
- 16.1 Letter to Sec from Cohnreznick LLP Dated November 6, 2023
- 23.1 Consent of Weinberg & Company, P.a
- EX-FILING FEES Filing Fee Table
- 9 Feb 24 424B4 Prospectus supplement with pricing info
- 8 Feb 24 EFFECT Notice of effectiveness
- 26 Jan 24 S-1/A IPO registration (amended)
- 22 Jan 24 S-1/A IPO registration (amended)
- 18 Jan 24 S-1/A IPO registration (amended)
- 1 Dec 23 S-1/A IPO registration (amended)
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6 Nov 23 S-1/A IPO registration (amended)
- 10 Oct 23 S-1 IPO registration
Exhibit 10.37
TERM SHEET
GUARANTEE AGREEMENT
Issued: May 31, 2023
Expiry Date: November 26, 2023
PARTIES:
Guarantor: J. Gottschalk & Associates
Borrower: Perfect Moment (Asia) limited
GUARANTEE DETAILS:
1. Guarantee Amount:
The Guarantor agrees to provide a guarantee in the form of a Standby Letter of Credit in favour of the Borrower’s Bank for a maximum amount of $1,000,000 (One Million US Dollars).
2. Annual Percentage Rate (APR):
The Guarantee shall carry an 8% Annual Percentage Rate (APR)
3. Guarantee Term :
The Guarantee shall be in effect from the issuance date, May 31, 2023, until the date of expiry as detailed above.
Should the Borrower no longer require the guarantee prior to the Expiry Date, the Borrower may notify the Guarantor that the Guarantee can be released early and the Guarantee Term will end with immediate effect of such notification.
By mutual agreement, the Expiry date of the guarantee may be extended4. Guarantee Purpose:
The Borrower may use the guarantee as security for the production of inventory via the HSBC facility
5. Repayment:
The Guarantor shall release the guarantee by November 26, 2023 and the Borrower will pay the Interest amounts due.
7. Default:
In the event of default, the Guarantor reserves the right to demand immediate repayment of the defaulted guarantee amount, including all accrued interest. Default may occur if the Borrower fails to meet the repayment terms or breaches any other material term of this agreement.
8. Governing Law:
This Guarantee Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, and any legal disputes shall be settled in the courts of the United Kingdom.
9. Entire Agreement:
This term sheet constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral.
10. Signatures:
Both parties acknowledge and accept the terms of this guarantee by signing below.
/s/ Timothy Roniger
Guarantor: On Behalf of J. Gottschalk & Associates
Name: Timothy Roniger
Title: Director
Date: Oct. 26, 2023
/s/ Rajeshree Bhosle
Borrower: On Behalf of Perfect Moment Asia Limited
Name: Rajeshree Bhosle
Title: Finance Director
Date: October 26, 2023