Adamas One Corp. Sample Contracts

UNDERWRITING AGREEMENT between ADAMAS ONE CORP. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) ADAMAS ONE CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 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:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

This Indemnification Agreement (this “Agreement”), dated as of ___, 2022, is made by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned who is either a director, an officer, a director and officer, or a key employee of the Company (the “Indemnitee”) with this Agreement to be deemed effective as of the date that the Indemnitee first became director, officer, or key employee of the Company.

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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of March 03, 2022 by and among ADAMAS ONE CORP., a Nevada corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B.

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REGISTRATION RIGHTS AGREEMENT
Registration 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.

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VOTING AGREEMENT
Voting Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 03, 2022, by and among ADAMAS ONE CORP., a Nevada corporation (the “Company”), each holder of the Series A Convertible Preferred Stock, $0.001 par value per share, of the Company (the “Series A Convertible Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 7.1(b) or 7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).

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SECURITY AGREEMENT
Security 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.

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ADAMAS ONE CORP.
Amendment to Side Letter Agreements • 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”).

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Contract
Purchase Warrant 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.

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AMENDED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

This Amended Asset Purchase Agreement, dated as of January 31, 2019 (this “Agreement”), by and between SCIO DIAMOND TECHNOLOGY CORPORATION, a Nevada corporation (“Seller”) and ADAMAS ONE CORP., a Nevada corporation (“Buyer”). This Amended Agreement amends, supersedes and replaces the Asset Purchase Agreement between the parties dated as of November 30, 2018, in its entirety.

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THIRD AMENDMENT TO CONSULTING AGREEMENT
Consulting 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”.

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FORM OF EXTENSION AGREEMENT
Extension 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.

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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.

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Contract
Convertible Term Note • September 14th, 2022 • Adamas One Corp. • 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.

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ADAMAS ONE CORP. SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT August 23, 2022
Senior Secured Convertible Note Purchase 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”).

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INVESTOR’S RIGHTS AGREEMENT
Investor's Rights Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is made as of March 03, 2022, by and among Adamas One Corp., a Nevada corporation (the “Company”), Sumeru Global Digital Technology Fund, LP, a Cayman Islands exempted limited partnership (“Sumeru” and along with any other party set forth on Schedule A, an “Investor” and collectively, the “Investors”).

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FIFTH AMENDMENT TO CONSULTING AGREEMENT
Consulting 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”.

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FORM OF SECURITIES PURCHASE AGREEMENT
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”).

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Lease Agreement by and between Innovation Center, LLC and Adamas One Corp. January 1, 2020 For Suite 110 and B18 411 University Ridge Greenville, SC 29601
Lease Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • South Carolina

THIS LEASE AGREEMENT (“Lease”) is made and entered into by and between Landlord and Tenant to be effective as of the 1st day of January, 2020 (the “Effective Date”).

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AMENDED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2019, by and between by and between Adamas One Corp., a Nevada corporation, with headquarters located at 10645 N. Tatum Road, Phoenix, Arizona 85028 (“Adamas”), and SCIO Diamond Technology Corporation, a Nevada corporation (“SCIO”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Amended Asset Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). This Amended Agreement amends, supersedes and replaces the Registration Rights Agreement entered into between the parties dated as of November 30, 2018 in its entirety.

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EXCHANGE AGREEMENT
Exchange Agreement • June 5th, 2023 • Adamas One Corp. • Jewelry, silverware & plated ware

This Exchange Agreement (this “Agreement”) is dated effective as of May 30, 2023 by and between NexGenAI Holding Group, Inc. (“Parent”), and Adamas One Corp., (the “Company” or “JEWL”). Parent and JEWL are referred to collectively in the Agreement as the “Parties,” and individually as a “Party.”

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Nevada

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of March 03, 2022 (“Execution Date”), by and among Adamas One Corp., a Nevada corporation with offices at 411 University Ridge, Greenville SC (the “Company”) and Sumeru Global Digital Technology Fund, LP, a Cayman Islands Exempted Limited Partnership (hereinafter “Purchaser”). Company and Purchaser may be referred to as a “Party” or collectively as “Parties”.

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AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT FOR JOHN GRDINA
Executive Employment Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

This Amendment No. 1 Executive Employment Agreement for John Grdina ("Agreement") is effective as of the original date of September 01, 2019 (the “Effective Date”) between Adamas One Corp., a Nevada corporation ("Company"), and John Grdina ("Executive"). This Agreement supersedes all earlier agreements. The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.

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AMENDMENT TO SIDE LETTERS AND EXTENSION AGREEMENTS
Amendment to Side Letters and Extension Agreements • October 18th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

This AMENDMENT TO SIDE LETTERS AND EXTENSION AGREEMENTS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned investor (the “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.

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Contract
Warrant Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

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.

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EXHIBIT B FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Senior Secured Convertible Promissory Note • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York

This 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is issued by ADAMAS ONE CORP., a Nevada corporation (the “Company” or “Borrower”), having its principal place of business at 411 University Ridge, Suite 110, Greenville, South Carolina 29601, designated as its eight percent (8%) Senior Secured Convertible Note will be due and payable by the Company at any time on or after nine (9) months from the Original Issue Date noted above upon demand by the Holder unless extended pursuant to the terms herein (the “Note” and, collectively with the other 8% Senior Secured Convertible Promissory Notes issued by the Company pursuant to the Senior Secured Convertible Note Purchase Agreement the “Notes”). This Note is offered and issued pursuant to the Senior Secured Convertible Note Purchase Agreement (the “Agreement”) which is incorporated herein by reference as if set out in full and is made a part hereof, and if there is any conflict between the terms of this Note and the Agreement, the terms of th

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FORM OF LOCK-UP AGREEMENT
Lock-Up Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
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Promissory Note
Promissory Note • September 14th, 2022 • Adamas One Corp. • 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.

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AMENDMENT TO EXTENSION AGREEMENTS
Extension Agreement • October 18th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

This AMENDMENT TO EXTENSION AGREEMENTS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned investor (the “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.

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THIRD EXTENSION AGREEMENT
Third 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.

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Lease Agreement between FAIRFOREST OF GREENVILLE, LLC Landlord and ADAMAS ONE CORPORATION Tenant At Global Business Park 28 Global Drive, Suite 300 Greenville, SC 29607
Lease Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
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AMENDMENT TO CONSULTING AGREEMENT AND SIDE LETTERS
Consulting Agreement • October 18th, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

This AMENDMENT TO CONSULTING AGREEMENT AND SIDE LETTERS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned consultant (the “Consultant”). Each of the Company and the Consultant are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties” hereto.

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EXECUTIVE EMPLOYMENT AGREEMENT STEVEN STAEHR
Executive Employment Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • Arizona

This Employment Agreement (“Agreement”) is effective on October 1st, 2019 (the “Effective Date”) between Adamas One Corp., a Nevada corporation (“Company”), and Steven Staehr (“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.

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BUSINESS DEVELOPMENT AND CONSULTING AGREEMENT
Business 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”.

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MANAGEMENT RIGHTS LETTER ADAMAS ONE CORP.
Management Rights Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware

This letter will confirm our agreement that pursuant to and effective as of your purchase of 2,300,000 shares of Series A Convertible Preferred Stock of Adamas One Corp. (the “Company”), Sumeru Global Digital Technology Fund, LP, a Cayman Islands Exempted Limited Partnership (the “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:

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ADAMAS ONE CORP. SUBORDINATED NOTE PURCHASE AGREEMENT July 12, 2022
Subordinated 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”).

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