UNDERWRITING AGREEMENT between ADAMAS ONE CORP. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) ADAMAS ONE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
The undersigned, ADAMAS ONE CORP., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P. (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 23, 2022 among Adamas One Corp., a Nevada corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ADAMAS ONE CORP.Consulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This letter (this “Amendment”) amends the side letter agreements executed on May 24, 2021, June 3, 2021, March 30, 2022 and April 25, 2022 (“Side Letters”) between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and Target Capital 3 LLC, an Arizona limited liability company (the “Investor”), executed in connection with that certain Senior Secured Convertible Note Purchase Agreements by and between the Company and the Investor dated May 24, 2021 and June 3, 2021 (the “Note Purchase Agreements”).
THIRD AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
This Third Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022 (the “Amendment”) is made and entered into as of May 16, 2022 and shall be effective as of May 15, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”) and located at _______________________________________, and Adamas One Corp., a Nevada corporation (the “Company”) and having its principal place of business at 411 University Ridge, Suite 110, Greenville, South Carolina 29601. The Company and the Consultant are collectively referred to herein as the “Parties”.
FORM OF EXTENSION AGREEMENTExtension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This EXTENSION AGREEMENT (this “Agreement”) dated as of May 17, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and _______, an individual (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
SECURITY AGREEMENTSecurity Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
This SECURITY AGREEMENT, dated as of August 23, 2022 (this “Agreement”), is among Adamas One Corp., a Nevada corporation (the “Company”), John G. Grdina (the “Guarantor” and together jointly and severally with the Company, the “Debtor”) and the holder(s) of the Company’s eight percent (8%) Senior Secured Convertible Promissory Note, due August 23, 2023, in the original aggregate principal amount of $4,100,000.00 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”). Each of the Company, the Guarantors and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
ADAMAS ONE CORP.Letter Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
This letter agreement (this “Letter Agreement”) confirms the agreement between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and Target Capital 3 LLC, a Arizona limited liability company (the “Investor”), that in connection with that certain Senior Secured Convertible Note Purchase Agreement by and between the Company and the Investor dated June 03, 2021 (the “Note Purchase Agreement”), the Investor shall receive the rights set forth herein, subject to the terms and conditions set forth herein. Each of the Company and the Investor is a “party” to this Letter Agreement, and together, they are the “parties” hereto.
ContractAdamas One Corp. • September 14th, 2022 • Jewelry, silverware & plated ware • Nevada
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CUBESCAPE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ADAMAS ONE CORP. SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT August 23, 2022Purchase Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
This Senior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of the 23rd day of August, 2022 by and between Adamas One Corp., a Nevada corporation (the “Company”) and the Subscriber listed on Exhibit A attached to this Agreement (the “Subscriber”).
FIFTH AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
This Fifth Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022, April 25, 2022, May 16, 2022 and June 17, 2022 (the “Amendment”) is made and entered into as of July 19, 2022 and shall be effective as of July 16, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”) and located at _________________________________________, and Adamas One Corp., a Nevada corporation (the “Company”) and having its principal place of business at 411 University Ridge, Suite 110, Greenville, South Carolina 29601. The Company and the Consultant are collectively referred to herein as the “Parties”.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as ________, by and among Adamas One Corp., a Nevada corporation, with headquarters located at 101545 N. Tatum Road, Phoenix, Arizona 85028 (the “Company”) and the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer,” and collectively the “Buyers”).
ContractUnderwriting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.
Promissory NoteAdamas One Corp. • September 14th, 2022 • Jewelry, silverware & plated ware • Arizona
FOR VALUE RECEIVED, Adamas One Corp, a Nevada corporation, with offices at 411 University Ridge, Suite 110, Greenville, SC 29601 (herein “Borrower”), hereby promises to pay to the order of ________________________________________ (herein “Lender”), without offset, in immediately available funds in lawful money of the United States of America, without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any taxes or other payments, the principal sum of ______________________ ($_____) (this “Note”), with zero interest as provided in this Note. This Note supersedes any and all previous promissory agreements between Borrower and Lender.
THIRD EXTENSION AGREEMENTThird Extension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This THIRD EXTENSION AGREEMENT (this “Agreement”) dated as of May 16, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and Target Capital 3 LLC, an Arizona limited liability company (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
BUSINESS DEVELOPMENT AND CONSULTING AGREEMENTBusiness Development and Consulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • California
This Contract of Engagement dated and effective as of August 01, 2020, by and between Spartan Investments, LLC, (hereinafter referred to as The Consultant) and Adamas One Corp. (hereinafter referred to as The Client). Collectively, each of the foregoing are referred to hereinafter as the “Parties” and individually as a “Party”.
ADAMAS ONE CORP.Adamas One Corp. • September 14th, 2022 • Jewelry, silverware & plated ware • Arizona
This letter (this “Amendment”) amends the side letter agreements executed on May 24, 2021, June 3, 2021 and March 30, 2022 (“Side Letters”) between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and Target Capital 3 LLC, an Arizona limited liability company (the “Investor”), executed in connection with that certain Senior Secured Convertible Note Purchase Agreements by and between the Company and the Investor dated May 24, 2021 and June 3, 2021 (the “Note Purchase Agreements”).
ADAMAS ONE CORP. SUBORDINATED NOTE PURCHASE AGREEMENT July 12, 2022Subordinated Note Purchase Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
This Note Purchase Agreement (the “Agreement”) is made as of the 12th day of July, 2022 by and between Adamas One Corp., a Nevada corporation (the “Company”) and the Subscribers (each the “Subscriber”).
EXTENSION AGREEMENTExtension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This EXTENSION AGREEMENT (this “Agreement”) dated as of July 31, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and Glenn Preslier, an individual (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
SECOND EXTENSION AGREEMENTSecond Extension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This SECOND EXTENSION AGREEMENT (this “Agreement”) dated as of April 25, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and Target Capital 3 LLC, an Arizona limited liability company (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
ContractAdamas One Corp. • September 14th, 2022 • Jewelry, silverware & plated ware • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANT AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIFTH EXTENSION AGREEMENTFifth Extension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This FIFTH EXTENSION AGREEMENT (this “Agreement”) dated as of July 19, 2022, and effective as of July 16, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and Target Capital 3 LLC, an Arizona limited liability company (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
CONSULTING AGREEMENTConsulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
This Consulting Agreement (the “Agreement”) is entered into as of this 3rd day of June, 2021 (the “Effective Date”), by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”) and located at _______________________________ and Adamas One Corp., a Nevada corporation (the “Company”) and having its principal place of business at 411 University Ridge, Suite 110, Greenville, South Carolina 29601. The Company and Consultant are collectively referred to herein as the “Parties”.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
This Amendment to the Consulting Agreement dated June 3, 2021 (the “Amendment”) is made and entered into as of March 30, 2022 and shall be effective as of December 1, 2021, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”) and located at 13600 Carr 968, Apt. 64, Rio Grande, PR 00745 and Adamas One Corp., a Nevada corporation (the “Company”) and having its principal place of business at 411 University Ridge, Suite 110, Greenville, South Carolina 29601. The Company and the Consultant are collectively referred to herein as the “Parties”.
June 30, 2022 Saumen Chakraborty Sumeru Global Digital Technology Fund, LP VIA EMAIL Dear Mr. Chakraborty:Adamas One Corp. • September 14th, 2022 • Jewelry, silverware & plated ware
ADAMAS ONE CORP.Registration Rights Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This letter (this “Amendment”) amends the side letter agreements executed on May 24, 2021 and June 3, 2021 (“Side Letters”) between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and Target Capital 3 LLC, an Arizona limited liability company (the “Investor”), executed in connection with that certain Senior Secured Convertible Note Purchase Agreements by and between the Company and the Investor dated May 24, 2021 and June 3, 2021 (the “Note Purchase Agreements”).
FOURTH EXTENSION AGREEMENTFourth Extension Agreement • September 14th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona
This FOURTH EXTENSION AGREEMENT (this “Agreement”) dated as of June 17, 2022, and effective as of June 15, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and Target Capital 3 LLC, an Arizona limited liability company (“Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.
