Technical Design Agreement, dated as of April 4, 2025, by and between Damon Inc. and Engines Engineering S.p.a

Exhibit 10.1

TECHNICAL DESIGN AGREEMENT

Damon Hypersport Race Project

This Technical Design Agreement (“Agreement”) is entered into as of April [04 ], 2025 (“Effective Date”) by and between:

1. PARTIES

Damon Inc., a corporation organized and existing under the laws of the Province of British Columbia, Canada, with its principal office at 704 Alexander Street, Vancouver, BC, V6A 1E3 (“Damon”);

and

ENGINES ENGINEERING S.p.a., a corporation organized and existing under the laws of Italy, with its principal office at Via Pasquali 6, 40055 Castenaso (BO), Italy (“EE”).

Damon and EE are each referred to individually as a “Party” and collectively as the “Parties.”

2. PREFACE

The Parties, having discussed and agreed upon the terms, enter into this Agreement as follows:

3. SCOPE OF WORK

3.1 Project Overview

EE will provide engineering, development, and prototyping services for the Damon Hypersport Race motorcycle in accordance with the side letter to this Agreement executed by the parties on the Effective Date (the “Side Letter”). References to this Agreement herein shall include the Side Letter.

3.2 EE’s Responsibilities & Deliverables

EE will be responsible for the following, in accordance with and as further detailed in the Side Letter:

A. Engineering & Technical Compliance in accordance with the Annex A - Technical Specifications of the Side Letter

B. Component Selection & BOM in accordance with Annex B - Concept Bill of Materials of the Side Letter

C. Development Phases & Deliverables in accordance with Annex C - Activities & Deliverables of the Side Letter

D. Adherence to Project Schedule in accordance with Annex D – Project Schedule of the Side Letter

E. Validation & Testing in accordance with Annex E – Validation Test List of the Side Letter

F. Budget Compliance in accordance with Annex F - Budget & Payment Schedule of the Side Letter

G. Payment Terms & Milestone Approvals in accordance with Annex G – Split of Payments of the Side Letter

Each phase is detailed in Annex C - Activities & Deliverables of the Side Letter, with specific milestones and deliverables.

4. DEVELOPMENT PHASES AND TIMELINES

The project will be divided into the following nine (9) phases:

Full phase details, activities, and deliverables will be agreed upon by parties pursuant to the Side Letter.

This Agreement will commence on the Effective Date and remain in effect until such date when the phases and attendant deliverables are completed by EE and accepted by Damon.

In addition, this Agreement may be terminated by either Party upon written notice to the other Party if the other Party materially defaults in the performance of any provision of this Agreement and fails to cure such breach within 30 days of receiving written notice of such breach.

If EE fails to meet any agreed-upon phase or deliverable deadline under this Agreement, Damon shall be entitled to receive a credit or payment by EE equal to 1% of the delayed phase’s cost per month, pro rated for any partial months. In addition, in the event of any such delay for a period of 30 days or more, Damon reserves the right to terminate this Agreement upon written notice to EE and seek any remedies available at law or in equity.

In the event this Agreement is terminated for any reason, EE shall be entitled to receive payment for all amounts which EE is permitted to invoice pursuant to this Agreement through the effective date of termination, but shall not be entitled to any other amounts.

5. PAYMENT TERMS

5.1 Payment Structure

Damon agrees to pay EE for services rendered under this Agreement as follows:

Total contract value: € 1,581,670

Full budget and payment splits are outlined in Annex G – Split of Payments of the Side Letter.

Total cost is the net amount payable into EE account and all Canadian related tax, if present, will be withhold and paid by Damon. EE shall issue invoice to Damon clearly indicating the net value and the tax value enabling Damon to get the tax reimbursement from the tax administration. (tax value, if present, of each payment shall be advised by Damon). All payments must be made within 30 days of invoice date, after each Phase is approved on the base of Final Approving Document.

Each invoice will be paid in Euros.

After the completion of each phase EE will prepare and send to Damon a Final Approving Document (see point 1), and Damon will confirm the receiving of the document. This Document must be signed by Damon and returned to EE not later than 10 (ten) working days. After its receipt, or in any case after 10 working days from its delivery to Damon, without any objections by Damon, EE can send the invoice of this phase’s payment to Damon, Damon will pay within 30 (thirty) working days after having received the invoice. If Damon delays payment for more than 20 (twenty) working days after having received the invoice, EE will be authorized to stop works.

All Bank charges that occurred within Canada shall be borne by Damon. All such Bank charges will be charged to Damon. The amount under the “Total cost” will be the net amount into EE account.

6. INTELLECTUAL PROPERTY & WARRANTIES

6.1 Ownership

6.2 Warranties

7. VALIDATION & TESTING

EE will perform the following validation and structural tests pursuant to the Side Letter:

8. CONFIDENTIALITY & NON-DISCLOSURE

9. GOVERNING LAW & DISPUTE RESOLUTION

10. FORCE MAJEURE

11. COMMUNICATIONS

Any official communication related to this Agreement shall be sent to the following contacts:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date.