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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 4.1 Specimen Common Stock Certificate
- 5.1 Form of Opinion of Greenberg Traurig, LLP
- 10.5 Form of Promissory Note by and Between the Registrant and Certain Entities Controlled by John Grdina
- 10.6 Form of Convertible Term Note
- 10.7 Form of Convertible Promissory Note
- 10.9 Form of Extension Agreement, Dated May 17, 2022, by and Between the Registrant and Certain Noteholders
- 10.9 Form of Extension Agreement, Dated July 1, 2022, by and Between the Registrant and Certain Noteholders
- 10.9 Side Letter, Dated May 24, 2021, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Side Letter, Dated June 3, 2021, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Extension Agreement, Dated March 30, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Second Extension Agreement, Dated April 25, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Third Extension Agreement, Dated May 16, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Fourth Extension Agreement, Dated June 17, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Fifth Extension Agreement, Dated July 19, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Amendment to Side Letter, Dated March 30, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Amendment to Side Letter, Dated April 25, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Amendment to Side Letter, Dated May 16, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Amendment to Side Letter, Dated June 17, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Amendment to Side Letter, Dated July 19, 2022, by and Between the Registrant and Target Capital 3 LLC
- 10.9 Allonge to Senior Secured Convertible Promissory Note Executed by the Registrant In Favor of Target Capital 3 LLC
- 10.9 Second Allonge to Senior Secured Convertible Promissory Note Executed by the Registrant In Favor of Target Capital 3 LLC
- 10.9 Third Allonge to Senior Secured Convertible Promissory Note Executed by the Registrant In Favor of Target Capital 3 LLC
- 10.9 Fourth Allonge to Senior Secured Convertible Promissory Note Executed by the Registrant In Favor of Target Capital 3 LLC
- 10.9 Fifth Allonge to Senior Secured Convertible Promissory Note Executed by the Registrant In Favor of Target Capital 3 LLC
- 10.10 Promissory Note Extension and Modification by and Between the Registrant and Lucy Z, LLC
- 10.10 Promissory Note Second Extension and Modification by and Between the Registrant and Lucy Z, LLC
- 10.16 Form of Underwriter's Warrant
- 10.17 Form of Revolving Promissory Note, Dated As of September 1, 2022, by the Registrant In Favor of Certain Entities Controlled by John Grdina
- 10.18 Form of Senior Secured Convertible Note Purchase Agreement
- 10.19 Business Development and Consulting Agreement, Effective As of August 1, 2020, by and Between the Registrant and Spartan Investments, LLC
- 10.20 Consulting Agreement, Dated As of June 3, 2021, by and Between the Registrant and Alchemy Advisory LLC
- 10.20 Amendment to Consulting Agreement, Dated As of March 30, 2022, by and Between the Registrant and Alchemy Advisory LLC
- 10.20 Second Amendment to Consulting Agreement, Dated As of April 25, 2022, by and Between the Registrant and Alchemy Advisory LLC
- 10.20 Third Amendment to Consulting Agreement, Dated As of May 16, 2022, by and Between the Registrant and Alchemy Advisory LLC
- 10.20 Fourth Amendment to Consulting Agreement, Dated As of June 17, 2022, by and Between the Registrant and Alchemy Advisory LLC
- 10.20 Fifth Amendment to Consulting Agreement, Dated As of July 19, 2022, by and Between the Registrant and Alchemy Advisory LLC
- 10.21 Series a Preferred Stock Purchase Agreement Termination Letter, Dated June 30, 2022, Executed by the Registrant
- 10.22 Subordinated Note Purchase Agreement, Dated July 12, 2022, by and Between the Registrant and 108 Sussex, LLC
- 10.23 Subordinated Promissory Note, Dated July 12, 2022, Executed by the Registrant In Favor of 108 Sussex, LLC
- 10.24 Senior Secured Convertible Note Purchase Agreement, Dated As of August 23, 2022, by and Between the Registrant and Digital Power Lending, LLC
- 10.25 Senior Secured Convertible Promissory Note, Dated As of August 23, 2022, by the Registrant In Favor of Digital Power Lending, LLC
- 10.26 Common Stock Warrant, Dated As of August 23, 2022, Issued to Digital Power Lending, LLC
- 10.27 Registration Rights Agreement, Dated As of August 23, 2022, by and Between the Registrant and Digital Power Lending, LLC
- 10.28 Security Agreement, Dated As of August 23, 2022, by and Among the Registrant, John G. Grdina, and Digital Power Lending, LLC
- 10.29 Form of Securities Purchase Agreement
- 10.30 Convertible Promissory Note, Dated March 1, 2022, by the Registrant In Favor of Glenn Preslier
- 10.30 Extension Agreement, Dated July 31, 2022, by and Between the Registrant and Glenn Preslier
- 23.1 Consent of Semple, Marchal & Cooper, LLP, Independent Registered Public Accounting Firm
- EX-FILING FEES Filing Fee Table
Exhibit 10.21
June 30, 2022
Saumen Chakraborty
Sumeru Global Digital Technology Fund, LP
VIA EMAIL
Dear Mr. Chakraborty:
I am writing this letter regarding the Series A Preferred Stock Purchase Agreement dated March 03, 2022 (the “Agreement”) by and between Sumeru Global Digital Technology Fund, LP (“Sumeru”) and Adamas One Corp. (“Adamas”), pursuant to which Sumeru agreed to purchase Series A Convertible Preferred Stock from Adamas (“Adamas Preferred Stock”).
As you are aware, section 1.2(a) of that Agreement provides the following with regard to Adamas’s right to termination:
“The initial tranche purchase and sale will be for 2,300,000 Shares for the total sum of Eleven Million Five Hundred Thousand ($11,500,000.00) USD, to Purchaser. The initial tranche purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at Scottsdale, Arizona, 5:00 p.m., on or within 60 (sixty) days from the Execution Date or at such other time and place as the Company and the Purchaser mutually agrees upon, orally or in writing (which time and place are designated as the “Initial Tranche Closing”).”
As stated above, the Initial Tranche Closing of the purchase and sale of 2,300,000 Adamas Preferred Stock was to take place “on or within 60 (sixty) days from the Execution Date.” The Initial Tranche Closing did not occur within 60 days of the Execution Date of the Agreement. Therefore, Adamas has the right to terminate and cancel the Agreement and all related documents in accordance with the terms provided therein.
Please be advised that this letter serves as written notice that Adamas is hereby terminating the Agreement. As a result, the Agreement shall be deemed void ab initio and of no further force and effect. Adamas does not in any way waive or release any remedies available under the law, now or in the future.
Thank you very much for your time, effort and consideration in support of this matter. Please do not hesitate to contact me in case you have any additional comments or questions.
Sincerely,
/s/ Jay Grdina
Jay Grdina
CEO
Adamas One Corp.
17767 N. Perimeter Drive, Suite B115, Scottsdale, AZ 85255