Exhibit 10.20(f) 


 


AMENDMENT
TO CONSULTING AGREEMENT AND SIDE LETTERS


 


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.


 


RECITALS:


 


WHEREAS,
the Parties are party to that certain Consulting Agreement, dated as of June 3, 2021, as amended by that certain (i) Amendment to Consulting
Agreement, dated as of March 30, 2022, (ii) Second Amendment to Consulting Agreement, dated as of April 25, 2022, (iii) Third Amendment
to Consulting Agreement, dated as of May 16, 2022, (iv) Fourth Amendment to Consulting Agreement, dated as of June 17, 2022, and (v)
Fifth Amendment to Consulting Agreement, dated as of July 19, 2022 (collectively, the “Consulting Agreement”);


 


WHEREAS,
the Company and Target Capital 3, LLC (“Target Capital”) are parties to those certain side letters dated as of May
24, 2021 and June 3, 2021, each as amended by that certain (i) amendment to letter agreements, dated as of March 30, 2022, (ii) amendment
to letter agreements, dated as of April 25, 2022, (iii) amendment to letter agreements, dated as of May 16, 2022, (iv) amendment to letter
agreements, dated as of June 17, 2022, (v) amendment to letter agreements, dated as of July 19, 2022 (collectively, the “Side
Letters”);


 


WHEREAS,
the Consulting Agreement and the Side Letters contain certain true-up rights with respect to shares of common stock of the Company issued
to the Consultant in connection with the Consulting Agreement (collectively, the “True-Up Provisions”);


 


WHEREAS,
the Side Letters contain certain guaranteed return rights with respect to shares of common stock of the Company issued to the Consultant
in connection with the Consulting Agreement (the “Guaranteed Return Provisions”);


 


WHEREAS,
the consulting services provided by the Consultant to the Company have terminated; and


 


WHEREAS,
in connection with the termination of the consulting services, the Parties desire to amend the Consulting Agreement and the Side Letters
to delete the True-Up Provisions and the Guaranteed Return Provisions.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:


 


1.       Defined
Terms. Capitalized terms used but not defined in this Agreement shall have the meaning given to such capitalized terms in the
Consulting Agreement and the Side Letters.


 


2.       True-Up
Provisions. The True-Up Provisions set forth in the Consulting Agreement and the Side Letters are hereby deleted in their entirety.


 


3.       Guaranteed
Return Provisions. The Guaranteed Return Provisions set forth in the Side Letters are hereby deleted in their entirety.



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4.       Ratification
of Consulting Agreement and Side Letters. Except as provided herein, the terms and provisions of the Consulting Agreement and
the Side Letters shall remain unchanged and shall remain in full force and effect.


 


5.       Entire
Agreement. This Agreement supersedes and merges all prior and contemporaneous promises, representations and agreements. No modification
of this Agreement or of the Consulting Agreement, the Side Letters, or any other document related thereto, or any waiver of rights under
any of the foregoing, shall be effective unless made by supplemental agreement, in writing, executed by the Consultant (or Target Capital
with respect to the Side Letters) and the Company. The Consultant and the Company further agree that this Agreement may not in any way
be explained or supplemented by a prior, existing, or future course of dealings between the parties or by any prior, existing, or future
performance between the parties pursuant to this Agreement or otherwise.


 


6.       Notices.
Any notice or communication required or permitted hereunder or under the Consulting Agreement or the Side Letters shall be given in writing
and sent in the manner required pursuant thereto.


 


7.       Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all Parties hereto had signed the same document.
All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary
to produce one such counterpart. Fax or electronic copies of a document shall be deemed an original for all purposes.


 


8.       Severability.
If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction,
the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein
contained.


 


9.       Representation
by Counsel. The Parties acknowledge and confirm that each of their respective attorneys have participated jointly in the review
and revision of this Agreement and that it has not been written solely by counsel for one Party. The Parties hereto therefore stipulate
and agree that the rule of construction to the effect that any ambiguities are to or may be resolved against the drafting Party shall
not be employed in the interpretation of this Agreement to favor either Party against the other.


 


10.     Governing
Law. This Agreement and the rights and duties of the parties hereunder shall be governed for all purposes by the law of the State
of Arizona and the law of the United States applicable to transactions within said State, without giving effect to principles of conflicts
of law.


 


11.     Successors
and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective
successors. This Agreement is not assignable by the Company.


 


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IN
WITNESS WHEREOF, this Agreement is executed on and is effective as of August 23, 2022.


 


	 	ADAMAS ONE CORP.,
	 	as the Company
	 	 	 
	 	By:	/s/
    John G. Grdina
	 	Name:	John
    G. Grdina
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	ALCHEMY ADVISORY LLC
	 	As the Consultant
	 	 	 
	 	By:	/s/
    Dmitriy Shapiro
	 	Name:	Dmitriy
    Shapiro
	 	Title:	Founder


 


Signature
Page to Amendment to Consulting Agreement and Side Letters