Exhibit 4.5


 


VOTING
AGREEMENT


 


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”).


 


RECITALS


 


A.            Concurrently with the execution of this Agreement, the Company and the Investors are entering into a Series A Preferred Stock Purchase
Agreement (the “Purchase Agreement”) providing for the sale of shares of the Series A Convertible Preferred Stock,
and in connection with that agreement the parties desire to provide the Investors with the right, among other rights, to designate the
election of certain members of the board of directors of the Company (the “Board”) in accordance with the terms of
this Agreement.


 


B.             The Amended and Restated Articles of Incorporation (the “Restated Articles”), along with the Series A Convertible
Preferred Designation of the Company (as the same may be amended and/or restated from time to time, the “Series A Convertible
Preferred Designation”) provides that (a) the holders of record of the shares of the Series A Convertible Preferred Stock,
exclusively and as a separate class, shall be entitled to elect one (1) director (the “Series A Preferred Director”);
(b) the holders of record of the shares of common stock, $0.001 par value per share, of the Company (“Common Stock”),
exclusively and as a separate class, shall be entitled to elect six (6) directors of the Company (the “Common Directors”);
and (c) the holders of record of the shares of Common Stock and the Preferred Stock, voting together as a single class on an as converted
basis, shall be entitled to elect one other director, representing the balance of the total number of directors of the Company.


 


C.             The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the
capital stock of the Company held by them will be voted on, or tendered, in connection with, an acquisition of the Company and voted
on in connection with an increase in the number of shares of Common Stock required to provide for the conversion of the Preferred Stock.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.           
Voting Provisions Regarding the Board.


 


1.1            Shares. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company
that the holders of which are entitled to vote for members of the Board, including, without limitation, all shares of Common Stock and
Series A Convertible Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired,
whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.


 


1.2            Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which
such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each
annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders,
subject to Section 5, the following persons shall be elected to the Board:



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(a)              As the Series A Preferred Director, one (1) person designated from time to time by Sumeru Global Digital Technology fund, L.P. (“Sumeru”
and such designated person, the “Sumeru Designee”), for so long as such Stockholder and its Affiliates (as defined
below) continue to own beneficially an aggregate of at least 10% of shares of Common Stock (including shares of Common Stock issued or
issuable upon conversion of the Preferred Stock) purchased by Sumeru under the Purchase Agreement at the Initial Closing (as defined
in the Purchase Agreement), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations
and the like, which individual shall initially be designated by Sumeru;


 


(b)              As one Common Director, one (1) person designated from time to time by John G. Grdina, for so long as such Stockholder remains an officer
or employee of the Company and continues to hold at least 122,214 shares of Common Stock (subject to appropriate adjustment for any stock
splits, stock dividends, combinations, recapitalizations and the like) (such designee, the “Founder Designee”), which
individual shall initially be Paul Vassilakos; provided, however, that if at any time John G. Grdina shall not be entitled to appoint
the Founder Designee pursuant to this Section 1.2(b) then the Founder Designee shall be designated from time to time by the holders
of a majority of the outstanding shares of Common Stock, which individual shall be acceptable to Sumeru in its sole discretion;


 


(c)              As the other Common Director, the Company’s Chief Executive Officer, who as the of the date of this Agreement is John G. Grdina
(the “CEO Director”), provided that if for any reason, the CEO Director shall cease to serve as the Chief Executive
Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive
Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s
replacement as Chief Executive Officer of the Company as the new CEO Director;


 


(d)              Two individuals who are not otherwise an Affiliate of the Company or of any Investor and who are each mutually acceptable to (i) the
holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or
consultants; and (ii) the holders of a majority of the Shares held by the Investors; and


 


To
the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated
in accordance with the terms thereof shall instead be voted upon by all the Stockholders of the Company entitled to vote thereon in accordance
with, and pursuant to, the Restated Articles and the Series A Convertible Preferred Designation.


 


For
purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other
entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly
or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner,
managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter
existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management
company or investment adviser with, such Person.


 


1.3
         Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate
a director as specified above, the director previously designated by them and then serving shall be reelected if willing to serve unless
such individual has been removed as provided herein, and otherwise such Board seat shall remain vacant until otherwise filled as provided
above.



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1.4           Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or
over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure
that:


 


(a)              no director elected pursuant to Section 1.2 of this Agreement may be removed from office other than for cause unless (i) such
removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least a majority of the shares of stock,
entitled under Section 1.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such
director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director or occupy
such Board seat;


 


(b)              any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 shall be filled pursuant
to the provisions of this Section 1; and


 


(c)              upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director, such
director shall be removed.


 


All
Stockholders agree to execute any written consents required to perform the obligations of this Section 1, and the Company agrees
at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing
directors. So long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed,
no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then
cumulatively voted at an election of the entire Board.


 


1.5           No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability
as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity
as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance
with the provisions of this Agreement.


 


2.
          Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder,
or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase
the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available
for conversion of all of the shares of Preferred Stock outstanding at any given time.


 


3.            Drag-Along Right.


 


3.1           Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions
in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent
(50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed
Liquidation Event” as defined in the Series A Convertible Preferred Designation.


 


3.2           Actions to be Taken. In the event that (i) the holders of a majority of the shares of Common Stock then issued or issuable upon
conversion of the shares of Preferred Stock (the “Selling Investors”); and (ii) the Board (collectively, (i)-(ii)
are the “Electing Holders”) approve a Sale of the Company (which approval of the Electing Holders must be in writing),
specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth
in Section 3.3 below, each Stockholder and the Company hereby agree:



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(a)              if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder
otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of,
and adopt, such Sale of the Company (together with any related amendment or restatement to the Restated Articles and the Series A Convertible
Preferred Designation required to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could
reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;


 


(b)              if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such
Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and,
except as permitted in Section 3.3 below, on the same terms and conditions as the other stockholders of the Company;


 


(c)              to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably
be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including,
without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any
associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental
filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar
or related documents;


 


(d)              not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by
such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares,
unless specifically requested to do so by the acquirer in connection with the Sale of the Company;


 


(e)              to refrain from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such
Sale of the Company, or (ii); asserting any claim or commencing any suit challenging the Sale of the Company or this Agreement, or alleging
a breach of any fiduciary duty of the Selling Investors or any affiliate or associate thereof (including, without limitation, aiding
and abetting breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Sale of the Company, or the consummation
of the transactions contemplated thereby;


 


(f)               if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt
thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person
as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than
such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined
in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company may cause
to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder,
an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise
receive as of the date of the issuance of such securities in exchange for the Shares; and


 


(g)              in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder
Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements
following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the
establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii)
the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable
fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in
connection with such Sale of the Company and its related service as the representative of the Stockholders, and (y) not to assert any
claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken
or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection
with its service as the Stockholder Representative, absent fraud, bad faith, gross negligence or willful misconduct.



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3.3           Conditions. Notwithstanding anything to the contrary set forth herein, a Stockholder will not be required to comply with Section
3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless:


 


(a)              any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations
and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations
and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free
and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized,
if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to
the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms;
and (iv) neither the execution and delivery of documents to be entered into by the Stockholder in connection with the transaction, nor
the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to
which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Stockholder;


 


(b)              such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection
with the Proposed Sale (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or
suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely
in such Stockholder’s capacity as a stockholder of the Company;


 


(c)              such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company,
the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related
documents between or among such Stockholder, the Company and/or other stockholders of the Company;


 


(d)              the Stockholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with
the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of
representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties
and covenants provided by all stockholders);


 


(e)              liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each
Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Articles and Series A Convertible
Preferred Designation) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event
exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect
to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;



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(f)               upon the consummation of the Proposed Sale (i) each holder of each class or series of the capital stock of the Company will receive the
same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such
same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share
of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of
Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their
shares of Common Stock, and (iv) unless waived pursuant to the terms of the Restated Articles or Series A Convertible Preferred Designation
and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be
allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders
of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for
this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Articles and Series
A Convertible Preferred Designation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding
the foregoing provisions of this Section 3.3(e), if the consideration to be paid in exchange for the Shares held by the Key Holder
or Investor, as applicable, pursuant to this Section 3.3(e) includes any securities and due receipt thereof by any Key Holder
or Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker
or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than
such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined
in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof,
against surrender of the Shares held by the Key Holder or Investor, as applicable, which would have otherwise been sold by such Key Holder
or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder
or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Shares held by the Key Holder
or Investor, as applicable;


 


(g)              subject to clause (f) above, requiring the same form of consideration to be available to the holders of any single class or series
of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to
be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however.
that nothing in this Section 3.3(g) shall entitle any holder to receive any form of consideration that such holder would be
ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally
applicable to the Company’s stockholders.


 


3.4           Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless (a) all holders of Preferred
Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction is allocated
among the parties thereto in the manner specified in the Company’s Restated Articles and Series A Convertible Preferred Designation
in effect immediately prior to the Stock Sale (as if such transaction(s) were a Deemed Liquidation Event), unless the holders of at least
the requisite percentage required to waive treatment of the transaction(s) as a Deemed Liquidation Event pursuant to the terms of the
Restated Articles and Series A Convertible Preferred Designation, elect to allocate the consideration differently by written notice given
to the Company at least 120 days prior to the effective date of any such transaction or series of related transactions.


 


4.            Remedies.


 


4.1           Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that
the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include,
without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in
this Agreement.



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4.2           Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party
and hereby grants a power of attorney to the President of the Company, and a designee of Sumeru, and each of them, with full power of
substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition of
the Board pursuant to Section 1. votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any
Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the
party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent
with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined
pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any
Sale of the Company pursuant to and in accordance with the terms and provisions of this Agreement or to take any action reasonably necessary
to effect this Agreement. The power of attorney granted hereunder shall authorize the President of the Company or the designee of Sumeru
to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5)
business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 4.2 is given
in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this
Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires
pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect
to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport
to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter
into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant
any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set
forth herein.


 


4.3           Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of
the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached.
Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this
Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United
States or any state having subject matter jurisdiction.


 


4.4           Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


5.            “Bad Actor” Matters.


 


5.1           Definitions. For purposes of this Agreement:


 


(a)              “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(b)              “Disqualified Designee” means any director designee to whom any Disqualification Event is applicable, except for a
Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.



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(c)              “Disqualification Event” means a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)
promulgated under the Securities Act.


 


(d)              “Rule 506(d) Related Party” means, with respect to any Person, any other Person that is a beneficial owner of such
first Person’s securities for purposes of Rule 506(d) under the Securities Act.


 


5.2           Representations.


 


(a)              Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents
that (i) such Person has exercised reasonable care to determine whether any Disqualification Event is applicable to such Person, any
director designee designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties, except,
if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable and (ii) no Disqualification
Event is applicable to such Person, any Board member designated by such Person pursuant to this Agreement or any of such Person’s
Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is
applicable. Notwithstanding anything to the contrary in this Agreement, each Investor makes no representation regarding any Person that
may be deemed to be a beneficial owner of the Company’s voting equity securities held by such Investor solely by virtue of that
Person being or becoming a party to (x) this Agreement, as may be subsequently amended, or (y) any other contract or written agreement
to which the Company and such Investor are parties regarding (1) the voting power, which includes the power to vote or to direct the
voting of, such security; and/or (2) the investment power, which includes the power to dispose, or to direct the disposition of, such
security.


 


(b)              The Company hereby represents and warrants to the Investors that no Disqualification Event is applicable to the Company or, to the Company’s
knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable.


 


5.3           Covenants. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement
covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Person’s knowledge,
is a Disqualified Designee, (ii) to exercise reasonable care to determine whether any director designee designated by such person is
a Disqualified Designee, (iii) that in the event such Person becomes aware that any individual previously designated by any such Person
is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such
Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (iv) to notify the
Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related
Parties, or, to such Person’s knowledge, to such Person’s initial designee named in Section 1, except, if applicable,
for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.


 


6.            Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the
earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a
registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase
or similar plan or an SEC Rule 145 transaction); (b) the consummation of a Sale of the Company and distribution of proceeds to or escrow
for the benefit of the Stockholders in accordance with the Restated Articles and Series A Convertible Preferred Designation, provided
that the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary
to enforce the provisions of Section 3 with respect to such Sale of the Company; (c) termination of this Agreement in accordance
with Section 7.8 below.



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7.            Miscellaneous.


 


7.1         
Additional Parties.


 


(a)              Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date
hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this
Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart
signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In
either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.


 


(b)              In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock
to such Person (other than to a purchaser of Preferred Stock described in Section 7.1 (a) above), following which such Person
shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose
all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if
exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement,
to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A. agreeing to be
bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person shall be deemed a Stockholder
for all purposes under this Agreement.


 


7.2           
Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof,
and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing
to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached
hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed
to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages
of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall
not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares
unless and until such transferee shall have complied with the terms of this Section 7.2. Each certificate instrument, or
book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be notated by the
Company with the legend set forth in Section 7.12.


 


7.3            Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


 


7.4            Governing Law. This Agreement shall be governed by the internal law of the State of Nevada, without regard to conflict of law
principles that would result in the application of any law other than the law of the State of Nevada.



    9


     


    


7.5            Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature
complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


7.6            Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


7.7            Notices.


 


(a)              General.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during
normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day,
(c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business
day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery,
with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule
A or Schedule B hereto, or (as to the Company) to the principal office of the Company and to the attention of the Chief Executive
Officer, or, in any case, to such e-mail address or address as subsequently modified by written notice given in accordance with this
Section 7.7. If notice is given to the Company, a copy (which copy shall not constitute notice) shall also be sent to Raymond
Lee, Esq., Greenberg Traurig, LLP, 18565 Jamboree Road, Suite 500, Irvine, CA 92612; and if notice is given to the Investors, a copy
(which copy shall not constitute notice) shall also be given to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center,
Boston, MA 02111, Attn: Thomas Burton, Esq., Email: TRBurton@mintz.com.


 


(b)              Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the
Nevada Revised Statutes (the “NRS”), as amended or superseded from time to time, by electronic transmission pursuant
to Section 75.150 of the NRS (or any successor thereto) at the electronic mail address set forth below such Investor’s or Key Holder’s
name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent
that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be
deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice
shall be ineffective and deemed to not have been given. Each Investor and Key Holder agrees to promptly notify the Company of any change
in its electronic mail address, and that failure to do so shall not affect the foregoing.


 


7.8           Consent Required to Amend. Modify. Terminate or Waive. This Agreement may be amended, modified or terminated (other than pursuant
to Section 6) and the observance of any term hereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument executed by (a) the Company; (b) the Key Holders holding a majority of Shares
then held by the Key Holders; and (c) the Investors holding a majority of the shares of Common Stock issued or issuable upon conversion
of the shares of Series A Convertible Preferred Stock. Notwithstanding the foregoing:



    10


     


    


(a)             
this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect
to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination
or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion;


 


(b)              the provisions of Section 1.2(a), Section 4.2 and this Section 7.8(b) may not be amended, modified, terminated or
waived without the written consent of Sumeru, and for so long as Sumeru may have the contingent right or has the right to veto the designation
of the Founder Designee, then Section 1.2(b) may not be amended to restrict, diminish, or eliminate Sumeru’s rights under
Section 1.2(b) without the written consent of Sumeru;


 


(c)              for so long as John G. Grdina has the right to appoint the Founder Designee pursuant to the terms and conditions of Section 1.2(b),
the provisions of Section 1.2(b) and this Section 7.8(c) may not be amended, modified, terminated or waived without the
written consent of John G. Grdina;


 


(d)              the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification,
termination, or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect
the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;


 


(e)              Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information
regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; and


 


(f)               any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.


 


The
Company shall give prompt written notice of any amendment, modification, termination, or waiver hereunder to any party that did not consent
in writing thereto. Any amendment, modification, termination, or waiver effected in accordance with this Section 7.8 shall be
binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee
entered into or approved such amendment, modification, termination or waiver. For purposes of this Section 7.8, the requirement
of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and
executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of
this Agreement.


 


7.9           Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other
breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of
any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


7.10         Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision.



    11


     


    


7.11         Entire Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated to read in
its entirety as set forth in this Agreement. This Agreement (including the Exhibits hereto), and the Restated Articles and Series A Convertible
Preferred Designation and the other Transaction Agreements (as defined in the Purchase Agreement) constitute the full and entire understanding
and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the
subject matter hereof existing between the parties is expressly canceled.


 


7.12         Share Certificate Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall
be notated by the Company with a legend reading substantially as follows:


 


“THE
SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON
WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO
AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP
SET FORTH THEREIN.”


 


The
Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares
issued after the date hereof to be notated with the legend required by this Section 7.12 of this Agreement, and it shall supply,
free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal
office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing
the Shares to be notated with the legend required by this Section 7.12 herein and/or the failure of the Company to supply, free
of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.


 


7.13         Stock Splits. Dividends and Recapitalizations. In the event of any issuance of Shares or the voting securities of the Company
hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization,
reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Section
7.12.


 


7.14         Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in
any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make
explicit reference to the terms of this Agreement.


 


7.15         Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and
at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as
the other party may reasonably request in order to carry out the intent of the parties hereunder.


 


7.16         Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Nevada
and to the jurisdiction of the United States District Court for the District of Nevada for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in the state courts of Nevada or the United States District Court for the District of Nevada, and (c) hereby waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.



    12


     


    


WAIVER
OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL- ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY
EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


7.17         Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the
non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable
attorneys’ fees.


 


7.18         Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as
among themselves in any manner they deem appropriate.


 


[Signature
Page Follows]





    13


     


    

IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 





	COMPANY:	 
	 	 
	ADAMAS
  ONE CORP.	 
	 	 	 
	By:	/s/
  John G. Grdina	 
	Name:
  John G. Grdina	 
	Its:
  Chief Executive Officer	 



 


	KEY
  HOLDERS:	 
	 	 
	SUMERU
  GLOBAL DIGITAL TECHNOLOGY FUND, LP
	 	 	 
	By:	/s/
  Saumen Chakraborty	 
	Name:
  Saumen Chakraborty	 
	Its:
  Managing Director	 



 


	JOHN
    G. GRDINA
	 	 	 
	By:	/s/
                                            John G. Grdina	 
	Name:
    John G. Grdina	 
	Its:
    Individual	 



 


Signature
Page to Voting Agreement 




     


     


    

SCHEDULE
A 


 


INVESTORS


 


Name
and Address


 


SUMERU
GLOBAL DIGITAL TECHNOLOGY FUND, LP


[Address]


[Phone
Number]


[Email]


[Counsel
cc]




     


     


    

SCHEDULE
B


 


KEY
HOLDERS


 


Name
and Address


 


SUMERU
GLOBAL DIGITAL TECHNOLOGY FUND, LP


[Address]


[Phone
Number]


[Email]


[Counsel
cc]




     


     


    

EXHIBIT
A


 


ADOPTION
AGREEMENT


 


This
Adoption Agreement (“Adoption Agreement”) is executed on __________________________, 2022, by the
undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of _______, 2022 (the “Agreement”), by
and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter.
Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the
Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:


 


1.1            Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”)
or options, warrants, or other rights to purchase such Stock (the “Options”), for one of the following reasons
(Check the correct box):


 


£
             As a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after
such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement.


 


£
             As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after
such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the Agreement.


 


£

             As a new “Investor” in accordance with Section 7.1(a) of the Agreement, in which case Holder will be an “Investor”
and a “Stockholder” for all purposes of the Agreement.


 


£

             In accordance with Section 7.1(b) of the Agreement, as a new party who is not a new “Investor,” in which case Holder
will be a “Stockholder” for all purposes of the Agreement.


 


1.2            Agreement. Holder hereby (a) agrees that the Stock Options, and any other shares of capital stock or securities required by the
Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same
force and effect as if Holder were originally a party thereto.


 


1.3            Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below
Holder’s signature hereto.


 





	HOLDER:	ACCEPTED
  AND AGREED:
	 	 
	By:	 	   	 	ADAMAS
  ONE CORP.
	Name:	 	 	 	 	 
	Title:	 	 	 	By: 	                            
	Address:	 	 	 	Name:
  John G. Grdina
	 	 	 	 	Title:
  Chief Executive Officer
	E-mail
  Address: