INDEMNIFICATION AGREEMENTIndemnification 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 13, 2021 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.
AMENDED ASSET PURCHASE AGREEMENTAsset 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.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTCo-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.
VOTING AGREEMENTAdoption 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”).
ContractAdamas One Corp. • May 31st, 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.
INVESTOR’S RIGHTS AGREEMENTInvestor’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”).
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 29601Lease 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”).
AMENDED REGISTRATION RIGHTS AGREEMENTAmended 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.
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries 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”.
AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT FOR JOHN GRDINAEmployment 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.
ContractAdamas One Corp. • May 31st, 2022 • 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.
EXHIBIT B FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTESecurity Agreement • 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
FORM OF LOCK-UP AGREEMENTAdamas One Corp. • May 31st, 2022 • Jewelry, silverware & plated ware • New York
Lease Agreement between FAIRFOREST OF GREENVILLE, LLC Landlord and ADAMAS ONE CORPORATION Tenant At Global Business Park 28 Global Drive, Suite 300 Greenville, SC 29607Lease Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware
EXECUTIVE EMPLOYMENT AGREEMENT STEVEN STAEHRExecutive Employment Agreement Steven Staehr • 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.
MANAGEMENT RIGHTS LETTER ADAMAS ONE CORP.Management Rights Letter • 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:
Employment AgreementEmployment Agreement • May 31st, 2022 • Adamas One Corp. • Jewelry, silverware & plated ware • South Carolina
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 1st, 2019 (the “Effective Date”), by and between ADAMAS ONE CORP., a Nevada corporation with its principal place of business located at 411 University Rd., Greenville, South Carolina (together with its successors and assigns, the “Company”), and Gerald McGuire, with residence at 423 Chamblee Blvd, Greenville, SC 29615 (“Employee”) (collectively, the “Parties”).
