0001557240-14-000614.txt : 20141020 0001557240-14-000614.hdr.sgml : 20141020 20141020170731 ACCESSION NUMBER: 0001557240-14-000614 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20141016 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141020 DATE AS OF CHANGE: 20141020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMANTE MINERALS, INC. CENTRAL INDEX KEY: 0001556801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 273816969 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55233 FILM NUMBER: 141164413 BUSINESS ADDRESS: STREET 1: 3503 N. MILITARY TRAIL, UNIT 4601 CITY: BOCA RATON STATE: FL ZIP: 33496 BUSINESS PHONE: 480-603-5151 MAIL ADDRESS: STREET 1: 3503 N. MILITARY TRAIL, UNIT 4601 CITY: BOCA RATON STATE: FL ZIP: 33496 FORMER COMPANY: FORMER CONFORMED NAME: OCONN INDUSTRIES CORP DATE OF NAME CHANGE: 20120823 8-K 1 dimn-8k.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 16, 2014

DIAMANTE MINERALS, INC.
 (Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation)

 333-184830
(Commission File Number)
27-3816969
 (I.R.S. Employer Identification No.)



228 Park Avenue, South, Suite 92302
New York, NY 10003-1502
 (Address of Principal Executive Offices, Zip Code)

(250)-860-8599
 (Registrant's Telephone Number, Including Area Code)

6503 N. Military Trail, Unit 4601, Boca Raton, Florida 33496
(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. below):

|   | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|   | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|  |  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|  |  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreement

On October 16, 2014, Diamante Minerals, Inc. a Nevada corporation (the "Company"), and Chad Ulansky entered into an Employment Agreement (the "Employment Agreement"), pursuant to which Mr. Ulansky is to be employed by the Company as its Chief Executive Officer for three years.  As compensation for his services, Ulansky shall receive an annual base salary of $400,000 for the first year of agreement, $450,000 for the second year and $500,000 for the third year. The Company shall have the right to pay the salary or any other amounts payable to Mr. Ulansky in shares of deferred stock units of the Company based on the 90-day VWAP of the shares of the common stock of the Company at the end of each quarter. The Employment Agreement  shall automatically renew on each anniversary of the Agreement for one additional year term unless one party provides the other with notice prior to such anniversary date that such party does not desire to renew the Agreement.  The Company may immediately terminate Mr. Ulansky's employment for cause.  If (i) Mr. Ulansky's employment is terminated by the Company without cause, (ii) Mr. Ulansky terminates his employment as a result of the Company assigning him duties inconsistent with his position or the Company fails to pay his compensation or (iii) there is a change in control in the Company,  then in either case the Company shall pay Mr. Ulansky an amount equal to (a) the product of the number of years and fractional years for the remainder of the term multiplied by (b) 50% of the then current base salary in effect as of the date of termination.

For all the terms and conditions of the Employment Agreement, reference is hereby made to such agreement annexed hereto as Exhibit 10.3. All statements made herein concerning the foregoing agreement are qualified by references to said exhibit.

Option Agreements

On October 16, 2014, the Company granted Robert Faber, the former sole officer and director of the Company an option (the "Option") to purchase all, or any portion of, 200,000 shares of common stock pursuant to an Option Agreement. The Option may be exercised by Mr. Faber until March 17, 2016 and can be exercised at any time, in any amounts and on indeterminate occasions. The exercise price for each share of common stock is $1.25. Mr. Faber agreed that he will not directly or indirectly sell, offer to sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, gift, distribute or otherwise gift or otherwise encumber or transfer the Option or the underlying shares, as well as agreeing that he will not directly or indirectly engage in or effect, in any manner whatsoever, directly or indirectly, any short sales of the common stock of the Company or hedging transactions.



On October 16, 2014, the Company also granted Binyamin Gordon an option to purchase all, or any portion of, 2,500,000 shares of common stock pursuant to an Option Agreement. The option may be exercised by Mr. Gordon until March 2016 and can be exercised at any time, in any amounts and on indeterminate occasions. The exercise price for each share of common stock is $1.25. Mr. Gordon agreed that he will not directly or indirectly sell, offer to sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, gift, distribute or otherwise gift or otherwise encumber or transfer the Option or the underlying shares, as well as agreeing that he will not directly or indirectly engage in or effect, in any manner whatsoever, directly or indirectly, any short sales of the common stock of the Company or hedging transactions.

For all the terms and conditions of the Option Agreements, reference is hereby made to such agreements annexed hereto as Exhibits 10.4 and 105.  All statements made herein concerning the foregoing agreements are qualified by references to said exhibits.
 
Section 5-Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 16, 2014, Robert Faber resigned from his positions as the sole officer and director of the Company. Mr. Faber's resignation is not due to a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In order to fill the vacancy caused by the resignation of Mr. Faber, the board of directors of the Company elected Chad Ulansky as the sole member of the Board, to serve until his successor is duly appointed and qualified. The Board also elected Mr. Ulansky as Chief Executive Officer of the Company to serve until his successor is duly appointed and qualified and entered into the Employment Agreement with Mr. Ulansky described above.

Mr. Ulansky commenced his career over 20 years ago working for Dia Met Minerals Ltd. on the project which yielded the Ekati Diamond Mine. He continued working for Dia Met until it was purchased by BHP in 2001.   At that time he joined Cantex Mine Development Corp and Metalex Ventures Ltd where he initially managed the companies' global exploration programs.  In 2003 and 2006 he took over as President and CEO of Cantex and Metalex respectively.  Mr. Ulansky currently serves as a member of the Board of Directors of Cantex, Metalex and Northern Uranium Corp., all of which are listed on the TSX Venture Exchange.  In addition to leading the exploration programs for Cantex's metal discoveries in Yemen he oversaw the discovery and advanced exploration of Metalex's potential U2 kimberlite in northern Ontario, Canada.  Mr. Ulansky has also served as a director of several other mineral exploration companies including Valley High Ventures Ltd, Consolidated AGX Resources Ltd and Arian Resources Corp.  To date Mr. Ulansky has led exploration programs in over 15 countries on four continents with a particular focus on diamonds.  After completing a BSc at Simon Fraser University (Canada) he completed a second BSc and a Honours degree at the University of Cape Town (South Africa) under the tutelage of renowned diamond geologist Dr. John Gurney.

There is no arrangement or understanding between Mr. Faber or any other person pursuant to which Mr. Ulansky was selected as a director.



Item 9.01   Financial Statements and Exhibits.

(d)   Exhibits.
 
Exhibit No.
Description
 
10.3
Employment Agreement dated October 16, 2014 by and between Diamante Minerals, Inc. and Chad Ulansky
10.4
Option Agreement dated as of October 16, 2014 between Diamante Minerals, Inc. and Robert Faber
10.5
Option Agreement dated as of October 16, 2014 between Diamante Minerals, Inc. and Binyamin Gordon

 


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.

DIAMANTE MINERALS, INC.

 

By: /s/ Chad Ulansky
Name: Chad Ulansky
                                                                                                                       Title: President  


Date:  October 20, 2014
EX-10.3 2 ex-10_3.htm EX-10.3
EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), is entered into this 16th day of October, 2014, by and between Diamante Minerals, Inc., a Nevada corporation (the "Company"), and Chad Ulansky, with an address at 203-1634 Harvey Avenue, Kelowna, BC V1Y 6G2 (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive as the Chairman and Chief Executive Officer of the Company, and the Executive desires to accept such employment, on the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          Employment.  The Company agrees to employ Executive as its Chairman and Chief Executive Officer, and Executive hereby agrees to such employment, , in accordance with the terms and conditions set forth in this Agreement. In his capacity as Chairman and Chief Executive Officer, the Executive shall be the senior executive officer of the Company with principal responsibility for developing the business strategies, policies and operations of the Company and shall perform such other duties for the Company as are consistent with his position, including, without limitation, the senior supervisory responsibility for equity and debt financings; all corporate transaction activities, including without limitation, establishing joint ventures and strategic alliances and having the sole authority to approve any contract or arrangement with a third party involving the expenditure or commitment of Company funds.

The services to be performed by the Executive shall be commensurate with the position of the Executive as the most senior executive employee of the Company. The Executive shall report directly to the Board of Directors of the Company.

2.            Compensation.

a.            Base Salary.  In consideration for the services rendered by Executive hereunder, Company agrees to pay Executive an annual base salary (the "Base Salary") in the amount of Four Hundred Thousand Dollars ($400,000) for the first year of the Term, Four Hundred Fifty Thousand Dollars ($450,000) for the second year of the Term and Five Hundred Thousand Dollars ($500,000) for the third year.  The Company shall pay the salary every three months of the Term. All payments of compensation hereunder shall be subject to normal withholdings and all other applicable federal, state and local tax deductions as required by law. The Executive agrees that the Company shall have the right, in its sole and absolute discretion, to pay the salary or any other amounts payable to the Executive hereunder in shares of deferred stock units (DSU) of the Company based on the 90-day VWAP at the end of each quarter. Promptly after the execution and deliver of this Agreement, the Executive and the Company will structure a DSU plan for the Executive. If there is an adverse tax implication as a result of the issuance of DSU to the Executive, the Company agrees to work with the Executive and his representatives to obtain more favorable tax treatment.

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b.            Additional Compensation.  In addition to the Base Salary as defined in subsection (a) herein, the Executive shall be entitled to such further compensation and/or bonuses as may decided on by a majority of the Board of Directors of the Company based upon the performance and/or profitability of the Company.

3.            Benefits.  During the term of Executive's employment with Company under this Agreement, Executive will be entitled to the following benefits:

(a)            three (3) weeks paid vacation;
(b)            reimbursement for all related work, educational classes paid for and
attended by the Executive; and
(c)            reimbursement for ordinary and necessary expenses incurred by Executive
on behalf of the Company, including expenses for travel, entertainment
and business development in accordance with the usual policies of the Company.

4.            Term.

a.            Subject to Section 4 hereof, the term of Executive's employment with the Company under this Agreement shall commence as of the date first written above, and shall continue for three (3) years thereafter ("Term"), unless Executive's employment is earlier terminated by Company or Executive in accordance with this Agreement.  The Term shall automatically renew on each year anniversary of this Agreement for one additional year unless one party provides the other with at least thirty (30) days written notice prior to such anniversary date that such party does not desire to renew this Agreement.  For purposes of this Agreement, "Term" shall mean collectively the initial term and any renewal term, if any, during which this Agreement remains in effect.

b.            The Company may terminate Executive's employment with Company at any time, for cause, immediately upon Company giving written notice of termination to Executive, upon the occurrence of any of the following events:

i. Executive's refusal to perform such duties as are reasonably assigned to him by the Company; or

ii. Executive's fraud, dishonesty, or other deliberate injury to Company; or

iii. Executive's conviction of a crime involving moral turpitude which constitutes a felony in the jurisdiction in which Executive is employed; or

iv. Executive's material breach of any provision hereunder; or

v. The death or disability of Executive.  Executive shall be deemed to be disabled if, due to the physical or mental illness or incapacity of Executive, Executive is unable to perform his duties under this Agreement for (i) ninety (90) consecutive days, or (ii) any one hundred and twenty (120) days in any six (6) month period.

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c.                          In the event of termination of Executive's employment with Company for cause pursuant to Section 4(b) above (other than pursuant to Section 4(b)(i) or (iv)), or if Executive terminates his employment for any reason, Company shall not be liable to Executive for any compensation or other payment, other than the payment of Executive's Base Salary through the effective date of termination.

d.                          In the event of termination of Executive's employment with Company for cause pursuant to Section 4(b)(i) or (iv) above, the Company shall first deliver ten (10) days prior written notice ("Termination Notice") of its intent to terminate the Executive for Cause, which notice shall specify in reasonable detail the basis for the Company's determination that such Cause exists. The Executive shall be given a reasonable time not exceeding twenty (20) days to terminate the conduct or cure the breach specified in the Termination Notice. If the Executive so requests in writing within ten (10) days after delivery to him of the Termination Notice, the Company shall promptly afford the Executive the right, in person and accompanied by his counsel, to a full, fair and complete hearing before the Board, in which event such termination shall not take place unless and until the Company shall have sent a further written notice confirming the Termination Notice.

e.                          If, before the last day of the Term, (i) the Company terminates the Executive's employment other than for Cause, (ii) the Executive terminates his employment for Good Reason (as defined below), or (iii) his employment is terminated pursuant to Section (f) below, the Executive shall be paid an immediate lump sum cash payment equal to the sum of:

(i) the unpaid Base Salary to which he would have been entitled for the remainder of the Term (based upon the Base Salary in effect on the date of termination); plus

(ii)  an amount equal to the product of the number of years and fractional years for the remainder of the Term multiplied by fifty percent (50%) of the amount of the annual Base Salary in effect as of the date of termination.

The following events or circumstances shall constitute "Good Reason," entitling the Executive to terminate his employment in the manner set forth above:

(i)            the assignment to the Executive of any duties materially inconsistent with the Executive's position (including status, offices, and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement or any other material breach of this Agreement by the Company, excluding for this purpose any action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Executive; and

(ii)            any failure by the Company, in any respect, to comply with any of the compensation or benefits provisions of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Executive.

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f.          If a Change of Control (as defined in the Annex attached hereto) occurs and, (a) within two (2) years following such Change of Control, the Company terminates the Executive's employment other than for Cause, or the Executive terminates his employment for Good Reason, or (b) no earlier than twelve (12) months nor more than eighteen (18) months after such Change of Control, the Executive voluntarily terminates his employment with or without Good Reason, then, for purposes of determining the amounts to be paid to the Executive pursuant to Section (e) above, the Term shall be deemed extended to a date which is the later of (x) two (2) years from the date of such Change of Control and (y) two (2) years after the date of termination. While it is not expected that payments made to the Executive with respect to the Contract Extension and other payments hereunder will be treated as payments subject to any excise tax under Internal Revenue Code Section 4999, to the extent they are, the Company shall pay to the Executive an amount which, net of any applicable taxes thereon, will provide the Executive with sufficient cash to pay any excise tax payable by him by reason of all payments hereunder.


5.            Confidential Information.

a.            Executive agrees that during the course of Executive's employment with Company, Executive will create, have contact with and receive information, documents and materials (collectively, "Confidential Information") which contain confidential information and/or trade secrets of Company and/or its operations, including, but not limited to, information regarding the business operations of Company, methods and processes, trade secrets and other intellectual property, financial information, books of accounts, marketing plans and information, accounting records, sales and business records, drawings, correspondence, engineering, maintenance, operating and production records, and other information which Company shall from time to time designate as confidential.

b.            Executive shall not, directly or indirectly, disclose to any third party, or use for his own benefit, or for the benefit of any other person, firm, association or entity whether or not in competition with Company, any of the Confidential Information, except during the performance of Executive's employment with Company.  Company acknowledges that Executive may be required to disclose portions of the Confidential Information in legal proceedings or to governmental agencies as required by law and consents to such disclosure.  Executive agrees, in connection with any such disclosure, to notify Company prior to making any disclosures and to make requests for confidential treatment by all such governmental agencies to which such Confidential Information is disclosed, as Company may request.  Upon termination of Executive's employment with Company, or upon the request of Company, Executive shall return to Company any and all of the Confidential Information, and all copies, recordings and reproductions of the Confidential Information in Executive's possession or under Executive's control.
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c.            Notwithstanding anything in this Agreement to the contrary, Confidential Information does not include information (i) in the public domain, (ii) received by Executive outside of Executive's employment with Company from a party not directly or indirectly under an obligation of confidentiality to Company, or (iii) which later becomes public, unless such information is made public by Executive in breach of this Agreement.

6.            Assignment of Intellectual Property.

a.            Executive will promptly disclose to the Company all improvements, inventions, formulae, processes, techniques, trademarks, know-how, data, source code and object code, whether or not patentable or copyrightable, made, conceived, reduced to practice or learned by him, either alone or jointly with others, during the period of his employment which are related to or useful in the business of the Company, or result from tasks assigned to him by the Company, or result from use of any premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how, and data shall be collectively hereinafter called "Inventions").

b.            Company Sole Owner of Patent Rights.  Executive agrees that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith.

c.            Assignment of Patent Rights; Duty to Cooperate.  Executive hereby assigns to the Company any rights he may have or acquire in all Inventions.  Executive further agrees as to all Inventions to assist the Company in every proper way (but at the Company's expense) to obtain all Inventions from time to time enforce patents, trademarks or copyrights on the Inventions in any and all countries, and to that end Executive will execute all documents for use in applying for and obtaining such patents, trademarks or copyrights thereon and enforcing same, as the Company may desire, together with any assignment thereof to the Company or persons designated by it.  Executive's obligation to assist the Company in obtaining and enforcing patents, trademarks or copyrights for the Inventions in any and all countries shall continue beyond the termination of his employment, but the Company shall compensate him at a reasonable rate after such termination for time actually spent by him at the Company's request on such assistance.

7.            SeverabilityThe provisions contained herein are severable.  If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced to the extent to which it shall be valid and enforceable, and any such invalidity or unenforceability shall not affect any other provision of this Agreement; provided, however, that if any invalid or unenforceable provision may be modified as to time, geographic or subject matter scope so as to be enforceable at law, such provision shall be deemed to have been modified so as to be enforceable to the fullest extent permitted at law.

8.            Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with regard to the subject matter hereof.
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9.            Amendment.  This Agreement may not be amended or modified except in writing signed by all of the parties hereto.

10.            Governing Law.  This Agreement shall be construed and enforced pursuant to the laws of the State of Nevada, without regard to the choice of law provisions thereof.

11.            Headings.  The headings, titles or designations of the various paragraphs are not a part of this Agreement, but are for the convenience of reference only, and do not and shall not be used to define, limit or construe the contents of the paragraphs.

12.            BenefitThis Agreement shall be binding upon and inure to the benefit of the parties and each of their respective heirs, personal representatives, successors and permitted assigns.

13.            Assignment.  Executive may not assign or delegate any of this duties, obligations or covenants under this Agreement without the prior written consent of Company.  Company may assign its rights and delegate its duties hereunder to any person or entity which acquires all or substantially all of the assets of Company, or to any entity that, directly or indirectly, controls, is controlled by, or is under common control with Company, without the consent of Executive of such assignment promptly after such assignment.

14.            Waiver.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with any provision of this Agreement.

15.            CounterpartsThis agreement may be executed in counterparts; each such executed counterpart will be considered an original and no other counterpart need be produced for any purpose whatsoever.



IN WITNESS WHEREOF, this Agreement has been entered into as of the date first written above.


/s/ Chad Ulansky___________________
CHAD ULANSKY, Executive





DIAMANTE GROUP, INC.


     By:        /s/ Rob Faber______________________
Name: Rob Faber
Title: Chief Executive Officer

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ANNEX


(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the then outstanding shares of Voting Securities; provided, however, in determining whether a Change of Control has occurred pursuant to this Section, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change of Control.  A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a "Subsidiary"), (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

(b)          The individuals who, as of the date of this Agreement, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, provided, however, that no individual shall be considered as a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(c)          The consummation of:

(i)            A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a "Non-Control Transaction". A "Non-Control Transaction" shall mean a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where:
(A)  the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,
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(B)            the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owing a majority of the voting securities of the Surviving Corporation, and

(C)            no Person other than (1) the Company, (2) any Subsidiary, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (4) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities.

(ii)          A complete liquidation or dissolution of the Company; or

(iii)                the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary or the distribution to the Company's stockholders of the stock of a Subsidiary or any other assets).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities  Beneficially Owned by the Subject Person, then a Change of Control shall occur.
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EX-10.4 3 ex-10_4.htm EX-10.4
OPTION AGREEMENT
This Option Agreement (this "Agreement") is made as of this 16th day of October, 2014 between Diamante Minerals, Inc., a Nevada corporation (the "Company"), and Robert Faber ("Faber").

RECITALS

WHEREAS, in consideration for services previously rendered to the Company by Faber, the Company is offering Faber an option to purchase shares of common stock of the Company, on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the above premises and the mutual representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Grant of Option.  In consideration for services previously rendered to the Company by Faber, the Company hereby irrevocably grants Faber the option (the "Option") to purchase all, or any portion of, 200,000 shares of common stock (the "Option Shares") on the terms and conditions set forth in this Agreement.
2.            Term of the Option.  The period during which the Option may be exercised (the "Option Period") shall commence on the date hereof and end on March __, 2016, the date that is eighteen (18) months from the date hereof (the "Option Expiration Date"). The Option can be exercised at any time, in any amounts and on indeterminate occasions during the Option Period.
3.            Exercise Price.  The exercise price for each Option Share is One Dollar and Twenty-Five ($1.25) cents (the "Option Purchase Price").
4.            Exercise of the Option.  The Option may be exercised at any time during the Option Period.  If Faber shall desire to exercise the Option, then, on or before the Option Expiration Date, Faber shall deliver to the Company an irrevocable written notice (the "Option Notice") of his exercise of the Option, the amount of Option Shares being purchased and payment for the amount of Option Shares being purchased.  Within five business days of the receipt of the Option Notice and Option Purchase Price, the Company shall cause its transfer agent to deliver a stock certificate to Faber for the Shares then so purchased.
5.            Lock-Up; No Hedging. In addition to any applicable restrictions on transferability imposed pursuant to applicable securities laws, Faber covenants and agrees that Faber shall not directly or indirectly sell, offer to sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, gift, distribute or otherwise gift or otherwise encumber or transfer the Option or the Option Shares. Faber further agrees that he shall not directly or indirectly engage in or effect, in any manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Securities Exchange Act of 1934, as amended) of the common stock of the Company or (ii) hedging transaction, which establishes a net short position with respect to such Common Stock. Faber further agrees and acknowledges that upon a breach or threatened breach of any provision of this Agreement, the Option shall be automatically cancelled and have no further or effect.
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6.            Representations and Warranties of the Company.  The Company represents, warrants and covenants to Faber that:
(a)            Organization and Good Standing.  The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power to own, operate and lease its properties and carry on its business as the same is now being conducted.
(b)            Authority.  The Company has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement and has taken all action, corporate or otherwise, necessary in order to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith and to consummate the transactions contemplated hereby and thereby.  This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms.
(c)            Absence of Conflict. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) violate, conflict with, result in a breach or termination of, constitute a default under or give rise to a right to terminate, amend, cancel or accelerate (or an event which, with notice or lapse of time or both, would constitute the same) (1) any agreement, commitment, note, bond, deed of trust, indenture, lease, mortgage or other instrument to which the Company is a party or by which any of its properties or assets is bound, (2) the Articles of Incorporation or other constituent instruments of the Company or (3) any law, order of a governmental authority or any other restriction of any kind or character applicable to the Company or any of their respective properties or assets, or (ii) result in the creation or imposition of any lien upon any properties or assets of the Company.
(d)            Consents.  No consent, waiver, registration, certificate, approval, grant, franchise, concession, permit, license, exception or authorization of, or declaration or filing with, or notice or report to, (i) any governmental authority or (ii) any other person (including, but not limited to, any party to a contract or other agreement or commitment of the Company), is required in connection with the execution, delivery and performance of this Agreement and all other instruments or agreements to be executed in connection herewith and the consummation of the transactions contemplated hereby and thereby.
(e)            Ownership.   Upon payment of the Option Purchase Price, Faber shall be the lawful record and beneficial owner of the Option Shares so purchased, free and clear of all encumbrances.
7.                Representations and Warranties of Faber.  Faber represents, warrants and covenants to the Company that (i) by reason of his business and financial experience, he and or his representatives have such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the prospective acquisition of the Option Shares and can bear the economic risk of such investment, and that if he exercises the Option, he will be purchasing the Option Shares for his own account and not with a view to the distribution thereof or with any present intention of distributing or selling any of such membership interests except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, (ii) he understands and agrees that the Company's offer and sale of the Option has not been registered under the Securities Act and may be resold only if registered pursuant to the provisions thereunder and applicable state securities laws or if an exemption from registration is available, and (iii) he and his representatives have received all the information any of them has requested from the Company and have had the opportunity to ask questions thereof and such person believes such information is sufficient to make an informed decision with respect to its acquisition of the Option.  The issuance of the Option and the other transactions contemplated herein are exempt from the registration requirements of the Securities Act.
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8.            Amendments.  This Agreement may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
9.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEVADA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA. FABER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
HIMSELF AND HIS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF NEVADA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEVADA STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT WILL AFFECT THE RIGHT OF THE COMPANY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. FABER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE ENFORCEMENT OF THIS AGREEMENT.
10.        NoticesAll notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

If to the Company:
Diamante Minerals, Inc.
C/O David Lubin
108 S. Franklin Avenue
Suite 10
Valley Stream, NY 11580
 
 
 
If to Faber:
6503 North Military Trail, Unit 4601
Boca Raton, FL 33496

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All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt. In order for any such notice to be deemed given as provided above, any such notice must also be accompanied by an email to the recipient.

11. Successors and Assigns.    This Agreement and the rights of Faber hereunder is not assignable in whole or in part by Faber to any other person or entity without the consent of the Company. If Faber attempts to assign or transfer the rights granted herein without the prior express written consent of the Company then the Option shall be automatically cancelled and have no further or effect.
12.  Severability.  In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision and the parties agree to replace such provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such provisions; provided, however, that no such severability will be effective against a party if it materially and adversely changes the economic benefits of this Agreement to such party.
13. Further AssurancesThe Company and Faber shall each cooperate with each other and use their best efforts to promptly (i) take or cause to be taken all necessary actions, and do or cause to be done all things necessary, proper or advisable under this Agreement and applicable laws to consummate and make effective all transactions contemplated by this Agreement as soon as practicable following the request of the other party, and (ii) obtain all approvals required to be obtained from any third party necessary, proper or advisable to the transactions contemplated by this Agreement.
14. Independent Representation.  Each of the Company and Faber acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement. This Agreement shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement.
15.            Signatures.  This Agreement may be executed by facsimile or other electronic means and in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

Remainder of Page Intentionally Omitted; Signature Pages to Follow

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.
DIAMANTE MINERALS, INC.

By:         /s/ Rob Faber_______
Name: Rob Faber
Title: Chief Executive Officer



/s/ Rob Faber___________
Robert Faber



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EX-10.5 4 ex-10_5.htm EX-10.5
OPTION AGREEMENT
This Option Agreement (this "Agreement") is made as of this 16th day of October, 2014 between Diamante Minerals, Inc., a Nevada corporation (the "Company"), and Binyamin Gordon ("Gordon").

RECITALS

WHEREAS, in consideration for services previously rendered to the Company by Gordon, the Company is offering Gordon an option to purchase shares of common stock of the Company, on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the above premises and the mutual representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.            Grant of Option.  In consideration for services previously rendered to the Company by Gordon, the Company hereby irrevocably grants Gordon the option (the "Option") to purchase all, or any portion of, 2,500,000 shares of common stock (the "Option Shares") on the terms and conditions set forth in this Agreement.
2.            Term of the Option.  The period during which the Option may be exercised (the "Option Period") shall commence on the date hereof and end on March __, 2016, the date that is eighteen (18) months from the date hereof (the "Option Expiration Date"). The Option can be exercised at any time, in any amounts and on indeterminate occasions during the Option Period.
3.            Exercise Price.  The exercise price for each Option Share is One Dollar and Twenty-Five ($1.25) cents (the "Option Purchase Price").
4.            Exercise of the Option.  The Option may be exercised at any time during the Option Period.  If Gordon shall desire to exercise the Option, then, on or before the Option Expiration Date, Gordon shall deliver to the Company an irrevocable written notice (the "Option Notice") of his exercise of the Option, the amount of Option Shares being purchased and payment for the amount of Option Shares being purchased.  Within five business days of the receipt of the Option Notice and Option Purchase Price, the Company shall cause its transfer agent to deliver a stock certificate to Gordon for the Shares then so purchased.
5.            Lock-Up; No Hedging. In addition to any applicable restrictions on transferability imposed pursuant to applicable securities laws, Gordon covenants and agrees that Gordon shall not directly or indirectly sell, offer to sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, gift, distribute or otherwise gift or otherwise encumber or transfer the Option or the Option Shares. Gordon further agrees that he shall not directly or indirectly engage in or effect, in any manner whatsoever, directly or indirectly, any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Securities Exchange Act of 1934, as amended) of the common stock of the Company or (ii) hedging transaction, which establishes a net short position with respect to such Common Stock. Gordon further agrees and acknowledges that upon a breach or threatened breach of any provision of this Agreement, the Option shall be automatically cancelled and have no further or effect.
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6.            Representations and Warranties of the Company.  The Company represents, warrants and covenants to Gordon that:
(a)            Organization and Good Standing.  The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power to own, operate and lease its properties and carry on its business as the same is now being conducted.
(b)            Authority.  The Company has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement and has taken all action, corporate or otherwise, necessary in order to execute and deliver this Agreement and all other instruments or agreements to be executed in connection herewith and to consummate the transactions contemplated hereby and thereby.  This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms.
(c)            Absence of Conflict. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (i) violate, conflict with, result in a breach or termination of, constitute a default under or give rise to a right to terminate, amend, cancel or accelerate (or an event which, with notice or lapse of time or both, would constitute the same) (1) any agreement, commitment, note, bond, deed of trust, indenture, lease, mortgage or other instrument to which the Company is a party or by which any of its properties or assets is bound, (2) the Articles of Incorporation or other constituent instruments of the Company or (3) any law, order of a governmental authority or any other restriction of any kind or character applicable to the Company or any of their respective properties or assets, or (ii) result in the creation or imposition of any lien upon any properties or assets of the Company.
(d)            Consents.  No consent, waiver, registration, certificate, approval, grant, franchise, concession, permit, license, exception or authorization of, or declaration or filing with, or notice or report to, (i) any governmental authority or (ii) any other person (including, but not limited to, any party to a contract or other agreement or commitment of the Company), is required in connection with the execution, delivery and performance of this Agreement and all other instruments or agreements to be executed in connection herewith and the consummation of the transactions contemplated hereby and thereby.
(e)            Ownership.   Upon payment of the Option Purchase Price, Gordon shall be the lawful record and beneficial owner of the Option Shares so purchased, free and clear of all encumbrances.
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7.                Representations and Warranties of Gordon.  Gordon represents, warrants and covenants to the Company that (i) by reason of his business and financial experience, he and or his representatives have such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the prospective acquisition of the Option Shares and can bear the economic risk of such investment, and that if he exercises the Option, he will be purchasing the Option Shares for his own account and not with a view to the distribution thereof or with any present intention of distributing or selling any of such membership interests except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, (ii) he understands and agrees that the Company's offer and sale of the Option has not been registered under the Securities Act and may be resold only if registered pursuant to the provisions thereunder and applicable state securities laws or if an exemption from registration is available, and (iii) he and his representatives have received all the information any of them has requested from the Company and have had the opportunity to ask questions thereof and such person believes such information is sufficient to make an informed decision with respect to its acquisition of the Option.  The issuance of the Option and the other transactions contemplated herein are exempt from the registration requirements of the Securities Act.
8.            Amendments.  This Agreement may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
9.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEVADA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA. GORDON HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
HIMSELF AND HIS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF NEVADA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEVADA STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT WILL AFFECT THE RIGHT OF THE COMPANY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. GORDON HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE ENFORCEMENT OF THIS AGREEMENT.
10.        NoticesAll notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

If to the Company:
Diamante Minerals, Inc.
C/O David Lubin
108 S. Franklin Avenue
Suite 10
Valley Stream, NY 11580
 
 
 
If to Gordon:
Mintzberg #9
Jerusalem Israel 9629

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All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt. In order for any such notice to be deemed given as provided above, any such notice must also be accompanied by an email to the recipient.

11. Successors and Assigns.    This Agreement and the rights of Gordon hereunder is not assignable in whole or in part by Gordon to any other person or entity without the consent of the Company. If Gordont attems to assign or transfer the rights granted herein without the prior express written consent of the Company then the Option shall be automatically cancelled and have no further or effect.
12.  Severability.  In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision and the parties agree to replace such provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such provisions; provided, however, that no such severability will be effective against a party if it materially and adversely changes the economic benefits of this Agreement to such party.
13. Further AssurancesThe Company and Gordon shall each cooperate with each other and use their best efforts to promptly (i) take or cause to be taken all necessary actions, and do or cause to be done all things necessary, proper or advisable under this Agreement and applicable laws to consummate and make effective all transactions contemplated by this Agreement as soon as practicable following the request of the other party, and (ii) obtain all approvals required to be obtained from any third party necessary, proper or advisable to the transactions contemplated by this Agreement.
14. Independent Representation.  Each of the Company and Gordon acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement. This Agreement shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Agreement, and this Agreement therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Agreement shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Agreement.
15.            Signatures.  This Agreement may be executed by facsimile or other electronic means and in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

Remainder of Page Intentionally Omitted; Signature Pages to Follow

4



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.
DIAMANTE MINERALS, INC.

By:   /s/ Rob Faber         _______
Name: Rob Faber
Title: Chief Executive Officer



/s/ Binyamin Gordon_________
Binyamin Gordon


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