Exhibit 4.6


 


MANAGEMENT
RIGHTS LETTER


 


ADAMAS
ONE CORP.


 


March
03, 2022


 


Sumeru
Global Digital Technology Fund, L.P.


 


Re:       Management
Rights


 


Ladies
and Gentlemen:


 


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:


 


1.       If
Investor is not represented on Company’s Board of Directors, Investor shall be entitled to consult with and advise management of
the Company on significant business issues, including management’s proposed annual operating plans, and management will meet with
Investor regularly during each year at the Company’s facilities at mutually agreeable times for such consultation and advice and
to review progress in achieving said plans.


 


2.       Investor
may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals
concerning the general status of the Company’s financial condition and operations, provided that access to highly confidential
proprietary information and facilities need not be provided.


 


3.       If
Investor is not represented on the Company’s Board of Directors, the Company shall, concurrently with delivery to the Board of
Directors, give a representative of Investor copies of all notices, minutes, consents and other material that the Company provides to
its directors, except that the representative may be excluded from access to any material or meeting or portion thereof if the Board
of Directors determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client
privilege, to protect highly confidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled
meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, such representative may address the
Board with respect to Investor’s concerns regarding significant business issues facing the Company.




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4.       Notwithstanding
anything to the contrary in this letter agreement, solely by reason of becoming party to this letter agreement, Investor will not obtain
with respect to the Company, and the Company will not provide to Investor, any of the following rights, as defined in Section 721 of
the Defense Production Act, as amended, including its implementing regulations: (a) “control” of the Company, including the
power to determine, direct or decide any important matters affecting the Company; (b) membership or observer rights on the Board of Directors
or equivalent body of the Company, or the right to nominate an individual to a position on the Board of Directors or equivalent body
of the Company; (c) access to any “material nonpublic technical information” in the possession of the Company (provided,
however, that such prohibited information shall not include financial information regarding the performance of the Company, and
provided further that Investor may confer with the Company about such financial information); and (d) any “involvement”
(other than through voting of shares) in “substantive decision making” of the Company regarding (i) the use, development, acquisition,
safekeeping, or release of “sensitive personal data” of U.S. citizens maintained or collected by the Company, (ii) the use,
development, acquisition, or release of “critical technologies,” or (iii) the management, operation, manufacture, or supply
of “covered investment critical infrastructure.”


 


Investor
agrees that any confidential information provided to or learned by it in connection with its rights under this letter shall be subject
to the confidentiality provisions set forth in that certain Investors’ Rights Agreement of even date herewith by and among the
Company, the Investor and other investors.


 


The
rights described herein shall terminate and be of no further force or effect upon (a) such time as no shares of the Company’s stock
are held by the Investor or its affiliates; (b) the consummation of the sale of the Company’s securities pursuant to a registration
statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering
of its securities to the general public; or (c) the consummation of a merger or consolidation of the Company (x) that is effected (i)
for independent business reasons unrelated to extinguishing such rights; and (ii) for purposes other than (A) the reincorporation of
the Company in a different state; or (B) the formation of a holding company that will be owned exclusively by the Company’s stockholders
and will hold all of the outstanding shares of capital stock of the Company’s successor and (y) in which the successor entity provides
reasonably comparable rights to the Investor or the consideration payable to the Investor in such transaction consists solely of cash
or securities of a class listed on a national exchange. The confidentiality obligations referenced herein will survive any such termination.


 


[Signature
Page Follows]




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Very
truly yours,


 


ADAMAS
ONE CORP.


 


	By:	/s/
    John G. Grdina	 
	Name:
    John G. Grdina	 
	Title:
    Chief Executive Officer	 


 


Agreed
and Accepted:


 


SUMERU
GLOBAL DIGITAL TECHNOLOGY FUND, LP


 


	By:	/s/
    Saumen Chakraborty	 
	Name:
    Saumen Chakraborty	 
	Title:
    Managing Director	 


 


Signature
Page to Management Rights Letter