Exhibit 4.4


 


INVESTOR’S
RIGHTS AGREEMENT


 


     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”).


 


RECITALS


 


     WHEREAS,
the Company and the Investor are parties to that certain Series A Convertible Preferred Stock Purchase Agreement of even date herewith
(the “Purchase Agreement”); and


 


     WHEREAS,
in order to induce the Company to enter into the Purchase Agreement and to induce Sumeru to invest funds in the Company pursuant to the
Purchase Agreement, Sumeru and the Company hereby agree that this Agreement shall govern the rights of the Investor to cause the Company
to register shares of Common Stock issuable to Sumeru, to receive certain information from the Company, and to participate in future
equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement;


 


      NOW,
THEREFORE, the parties hereby agree as follows:


 


1.          Definitions.
For purposes of this Agreement:


 


1.1       “Affiliate”
means, with respect to any specified Person, any other 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 other investment fund now or hereafter existing that is controlled by one (1) or more general partners,
managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.


 


1.2       “Articles
of Incorporation” means the Company’s Amended and Restated Articles of Incorporation, as amended and/or restated from
time to time, along with the Company’s Certificate of Series A Preferred Designation filed with the Nevada Secretary of State on
___________________, 2022.


 


1.3       “Board
of Directors” means the board of directors of the Company.


 


1.4       “Common
Stock” means shares of the Company’s common stock, par value $0.001 per share.


 


1.5       “Damages”
means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the
Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises
out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement
of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements
therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of
the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange
Act, or any state securities law.




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1.6        “Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or
indirectly), Common Stock, including options and warrants.


 


1.7        “DPA”
means Section 721 of the Defense Production Act, as amended, including all implementing regulations thereof.


 


1.8        “DPA
Triggering Rights” means (i) “control” (as defined in the DPA); (ii) access to any “material non-public technical
information” (as defined in the DPA) in the possession of the Company; (iii) membership or observer rights on the Board of Directors
or equivalent governing body of the Company or the right to nominate an individual to a position on the Board of Directors or equivalent
governing body of the Company; (iv) any involvement, other than through the voting of shares, in substantive decision-making of the Company
regarding (x) the use, development, acquisition or release of any Company “critical technology” (as defined in the DPA);
(y) the use, development, acquisition, safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S.
citizens maintained or collected by the Company, or (z) the management, operation, manufacture, or supply of “covered investment
critical infrastructure” (as defined in the DPA).


 


1.9        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.10       “Excluded
Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary
pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction;
(iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is
Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.11       “Foreign
Person” means either (i) a Person or government that is a “foreign person” within the meaning of the DPA or (ii)
a Person through whose investment a “foreign person” within the meaning of the DPA would obtain any DPA Triggering Rights.


 


1.12       “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC.


 


1.13       “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


 


1.14       “GAAP”
means generally accepted accounting principles in the United States as in effect from time to time.


 


1.15       “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.16       “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily
recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships of a natural person referred to herein.


 


1.17       “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.




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1.18       “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.19       “Key
Employee” means any executive-level employee (including division director and vice president-level positions) as well as any
employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined
in the Purchase Agreement).


 


1.20       “Major
Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 10% of shares
of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification
effected after the date hereof).


 


1.21       “New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights,
options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or
exchangeable into or exercisable for such equity securities.


 


1.22       “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.23       “Preferred
Director” means any director of the Company that the holders of record of Series A Convertible Preferred Stock are entitled
to elect, exclusively and as a separate class, pursuant to the Certificate of Series A Preferred Designation.


 


1.24       “Preferred
Stock” means, collectively, shares of the Company’s Series A Convertible Preferred Stock.


 


1.25       “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock; (ii) any capital
stock of the Company, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities
of the Company, acquired by an Investor after the date hereof; and (iii) any Common Stock issued as (or issuable upon the conversion
or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, the shares referenced in clauses (i) and (ii) above.


 


1.26       “Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock
that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable
and/or convertible securities that are Registrable Securities.


 


1.27       “Restricted
Securities” means the securities of the Company required to be notated with the legend set forth in Section 2.10(b)
hereof.


 


1.28       “SEC”
means the Securities and Exchange Commission.


 


1.29       “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.30       “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.31       “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.




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1.32       “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable
Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel
borne and paid by the Company as provided in Section 2.5.


 


1.33       “Series
A Preferred Stock” means shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share.


 


2.           Registration
Rights. The Company covenants and agrees as follows:


 


2.1        Registrable
Securities. Series A Preferred Stock, all shares of Common Stock issuable upon conversion of the Series A Preferred Stock and any
other Common Stock held by the Investors will be deemed “Registrable Securities.”


 


2.2        Company
Registration. If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders
other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely
for cash (other than in an Excluded Registration, or the IPO), the Company shall, at such time, promptly give each Holder notice of such
registration.


 


(a)        In
connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required
to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting
as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion
determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that
the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company
in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all
of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included
in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities
owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated
to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first
entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent
(30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders
may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included
in such offering. For purposes of the provision in this Section 2.2(a) concerning apportionment, for any selling Holder that is
a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and
Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members
and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any
pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities
owned by all Persons included in such “selling Holder,” as defined in this sentence.




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2.3       Obligations
of the Company. If the Company elects to effect a registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:


 


(a)       prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts
to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier,
until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such
one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of
an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii)
in the case of any registration of Registrable Securities on Form S-1 that are intended to be offered on a continuous or delayed basis,
subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to 120 days, if necessary,
to keep the registration statement effective until all such Registrable Securities are sold;


 


(b)       prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such
registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered
by such registration statement;


 


(c)       furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act,
and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;


 


(d)       use
its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall
not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless
the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;


 


(e)       in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the underwriter(s) of such offering;


 


(f)       use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a
national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued
by the Company are then listed;


 


(g)       provide
a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)       promptly
make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration
statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial
and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees,
and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or
agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct
appropriate due diligence in connection therewith;




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(i)       notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared
effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j)       after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus.


 


     In
addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the
Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors
may implement a trading program under Rule 10b5-1 of the Exchange Act.


 


2.4       Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Holder’s Registrable Securities.


 


2.5       Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and
disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000.00 per registration, of one
counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder
Counsel”), shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant
to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall
be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable
Securities registered on their behalf.


 


2.6       Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of
this Section 2.


 


2.7       Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)       To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors,
and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities
Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act
or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding
from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained
in this Section 2.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages
to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information
furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection
with such registration except to the extent such information has been corrected in a subsequent writing prior to or concurrently with
the sale of Registrable Securities to the Person asserting the claim.




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(b)       To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of
its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within
the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act),
any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder,
against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance
upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with
such registration and has not been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities
to the Person asserting the claim; and each such selling Holder will pay to the Company and each other aforementioned Person any legal
or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages
may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section
2.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts
payable by any Holder by way of indemnity or contribution under Section 2.7(b) and 2.7(d) exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct
by such Holder.


 


(c)       Promptly
after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental
action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section 2.7, give the indemnifying party notice of the commencement thereof.
The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure
to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Section 2.7, only to the extent that such failure materially prejudices
the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party otherwise than under this Section 2.7.


 


(d)       To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise
entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.7
provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party
hereto for which indemnification is provided under this Section 2.7, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection
with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect
any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price
of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability
pursuant to this Section 2.7(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.7(b),
exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of
willful misconduct or fraud by such Holder.




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(e)       Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided, however, that any matter expressly provided for or addressed by the foregoing provisions
that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions.


 


(f)       Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of
the Company and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 2, and otherwise shall survive the termination of this Agreement or any provision(s) of this Agreement.


 


2.8       Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation
of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company shall:


 


(a)       make
and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO;


 


(b)       use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and


 


(c)       furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement
by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective
date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the
Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant
to Form S-3 (at any time after the Company so qualifies);(ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing
any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after
the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company
so qualifies to use such form).




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2.9       “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares
of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the
date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the
IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication
or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions
contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell;
sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or
otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable
or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for
such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply
only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to the establishment
of a trading plan pursuant to Rule 10b5-1, provided that such plan does not permit transfers during the restricted period, or
the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided
that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that
any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors
are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders
individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into
Common Stock of all outstanding Series A Convertible Preferred Stock). The underwriters in connection with such registration are intended
third-party beneficiaries of this Section 2.9 and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters
in connection with such registration that are consistent with this Section 2.09 or that are necessary to give further effect thereto.
Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall
apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreement.


 


2.10       Restrictions
on Transfer.


 


(a)        The
Series A Convertible Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company
shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer,
except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the
Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Series A Convertible Preferred
Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon
the conditions specified in this Agreement. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant
to an effective registration statement or, following the IPO, SEC Rule 144, in each case, to be bound by the terms of this Agreement.




    9


     


    

(b)       Each
certificate, instrument, or book entry representing (i) the Series A Convertible Preferred Stock, (ii) the Registrable Securities, and
(iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split,
stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section
2.10(c)) be notated with a legend substantially in the following form:


 


     THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT.


 


     THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


     The
Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities
in order to implement the restrictions on transfer set forth in this Section 2.10.


 


(c)       The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration
statement under the Securities Act covering the proposed transaction or following the IPO, the transfer is made pursuant to SEC Rule
144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer, provided
that no such notice shall be required in connection if the intended sale, pledge or transfer complies with SEC Rule 144. Each such
notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably
requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall,
and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction
may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that
the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the
staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company
to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the
Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities
in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a notice, legal opinion
or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder
distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that with respect to transfers
under the foregoing clause (y), each transferee agrees in writing to be subject to the terms of this Section 2.10. Each
certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except
if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.10(b), except that
such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder
and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.


 


2.11       Priority.
Notwithstanding anything herein or in any other agreement, the Company hereby agrees and acknowledges that with respect to any of its
covenants, obligations, or requirements related to the Company’s registration of its capital stock in a public offering or inclusion
of any shares of capital stock in a public offering pursuant to any contract other than this Agreement (“Additional Registration
Rights”), the covenants, obligations, or requirements set forth in this Section 2 shall be first in priority and superior
to any such Additional Registration Rights.




    10


     


    

3.         Information
and Observer Rights.


 


3.1       Delivery
of Financial Statements. The Company shall deliver to each Major Investor:


 


(a)       as
soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (i) a balance sheet as
of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as
of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section
3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and
applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year;


 


(b)       as
soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, unaudited
statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity
as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject
to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);


 


(c)       as
soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a
statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares
of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities
convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of
issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit any Major
Investor to calculate its percentage equity ownership in the Company, and certified by the chief financial officer or chief executive
officer of the Company as being true, complete, and correct;


 


(d)       as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal
year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly
after prepared, any other budgets or revised budgets prepared by the Company (such budget and business plan that is approved by the Board
of Directors (including the vote of the Preferred Director) is collectively referred to herein as the “Budget”);


 


(e)       such
other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor
may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to
provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless
covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel.


 


     If,
for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period
the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements
of the Company and all such consolidated subsidiaries.




    11


     


    

     Notwithstanding
anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section
3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing
of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement
and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the
Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.


 


3.2       Inspection.
The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties;
examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal
business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company
shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith
considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable
to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


3.3       Observer
Rights. As long as Sumeru (collectively with its Affiliates) owns any shares of Series A Convertible Preferred Stock, the Company
shall invite a representative appointed by the Investor to attend all meetings of the Board of Directors in a nonvoting observer capacity
and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to
its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall
agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could
adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict
of interest.


 


3.4       Termination
of Information and Observer Rights. The covenants set forth in Section 3.1, Section 3.2, and Section 3.3 shall
terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes
subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation
Event, as such term is defined in the Articles of Incorporation, whichever event occurs first.


 


3.5       Confidentiality.
Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to
monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant
to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential
information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by
such Investor),(b) is or has been independently developed or conceived by such Investor without use of the Company’s confidential
information, or (c) is or has been made known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality
such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i)
to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection
with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if
such prospective purchaser agrees to be bound by the provisions of this Section 3.5; (iii) to any existing or prospective Affiliate,
partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such
Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information;
or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly notifies
the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.




    12


     


    

4.         Rights
to Future Stock Issuances.


 


4.1       Right
of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes
to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. An Investor shall be entitled
to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates
and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,”
as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Investor (“Investor Beneficial Owners”);
provided that each such Affiliate or Investor Beneficial Owner agrees to enter into this Agreement and each of the Voting Agreement and
Right of First Refusal and Co-Sale Agreement, each dated of even date herewith among the Company, the Investors and the other parties
named therein, as an “Investor” under each such agreement, and (z) agrees to purchase at least such number of New Securities
as are allocable hereunder to the Investor holding the fewest number of Preferred Stock and any other Derivative Securities.


 


(a)       The
Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer such
New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to
offer such New Securities.


 


(b)       By
notification to the Company within twenty (20) days after the Offer Notice is given, each Investor may elect to purchase or otherwise
acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion
that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion
and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities then held by such Investor) bears
to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred
Stock and any other Derivative Securities then outstanding). At the expiration of such twenty (20) day period, the Company shall promptly
notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”)
of any other Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice,
each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares
specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed
for by the Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon
conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such Fully Exercising
Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable,
of the Series A Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase
such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90)
days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c).


 


(c)       If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and
sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more
favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the
New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right
provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors
in accordance with this Section 4.1.




    13


     


    

(d)       The
right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Articles of Incorporation);
and (ii) shares of Common Stock issued in the IPO.


 


4.2       Termination.
The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation
of the IPO, or (ii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Articles of Incorporation, whichever
event occurs first.


 


5.         Additional
Covenants.


 


5.1       Insurance.
The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers Directors and Officers
liability insurance and term “key person” insurance on Jay Grdina, each in an amount and on terms and conditions satisfactory
to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such
time as the Board of Directors determines that such insurance should be discontinued. The key person policy shall name the Company as
loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board of Directors. Notwithstanding any
other provision of this Section 5.1 to the contrary, for so long as the Preferred Director is serving on the Board of Directors,
the Company shall not cease to maintain a Directors and Officers liability insurance policy in an amount of at least three (3) million
unless approved by such Preferred Director, and shall annually, within one hundred twenty (120) days after the end of each fiscal year
of the Company, deliver to the Investors a certification that such a Directors and Officers liability insurance policy remains in effect.


 


5.2       Employee
Agreements. Unless otherwise approved by the Board of Directors, , the Company will cause (i) each Person now or hereafter employed
by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential
information and/or trade secrets to enter into a nondisclosure, proprietary rights assignment and non-solicitation agreement; and (ii)
each Key Employee to enter into a noncompetition designed with the advice of counsel. In addition, the Company shall not amend, modify,
terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between
the Company and any employee, without the consent of the Board of Directors.


 


5.3       Employee
Stock. Unless otherwise approved by the Board of Directors, including the Preferred Director, all future employees of the Company
who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall
be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year
period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service,
and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off
provision substantially similar to that in Section 2.9. Without the prior approval by the Board of Directors, including the Preferred
Director, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction
or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Section
5.3. In addition, unless otherwise approved by the Board of Directors, including the Preferred Director, the Company (x) shall not
offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a “right of first refusal” on employee transfers
until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder
of restricted stock.




    14


     


    

5.4       Matters
Requiring Preferred Director Approval. During such time or times as the holders of Series A Preferred Stock are entitled to elect
the Preferred Director and such seat is filled, the Company hereby covenants and agrees with each of the Investors that it shall not,
without approval of the Board of Directors, which approval must include the Preferred Director:


 


(a)       make,
or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation,
partnership, or other entity unless it is wholly owned by the Company;


 


(b)       make,
or permit any subsidiary to make, any loan or advance exceeding $25,000.00 to any Person, including, without limitation, any employee
or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the
terms of an employee stock or option plan approved by the Board of Directors;


 


(c)       guarantee,
directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of
the Company or any subsidiary arising in the ordinary course of business;


 


(d)       make
any investment inconsistent with any investment policy approved by the Board of Directors;


 


(e)       incur
any aggregate indebtedness in excess of $100,000.00 that is not already included in the Budget, other than trade credit incurred in the
ordinary course of business;


 


(f)       enter
into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined
in Rule 12b-2 promulgated under the Exchange Act) of any such person (except transactions resulting in payments to or by the Company
in an amount less than $60,000.00 per year), or transactions made in the ordinary course of business and pursuant to reasonable requirements
of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board;


 


(g)       hire,
terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers;


 


(h)       change
the principal business of the Company, enter new lines of business, or exit the current line of business;


 


(i)       sell,
assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course
of business; or


 


(j)       enter
into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money
or assets greater than two hundred and fifty thousand dollars ($250,000.00).


 


5.5       Board
Matters. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent
with the Company’s travel policy) in connection with attending meetings of the Board of Directors. The Company shall cause to be
established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist
solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of
all of the audit, compensation, or other, committees of the Board of Directors. Unless otherwise agreed to by the Board of Directors,
the Board of Directors of the Company shall meet at least quarterly.




    15


     


    

(a)       Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not
the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall
be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of
members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s
Bylaws, the Articles of Incorporation, or elsewhere, as the case may be.


 


5.6       Expenses
of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement of even date herewith
among the Investors, the Company and the other parties named therein), the reasonable fees and disbursements, not to exceed $30,000,
of one counsel for the Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid
by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company
shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information
(including, without limitation, the initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction
documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing
any of the transactions which, individually or when aggregated with others would constitute the Sale of the Company. The Company shall
be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the
Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems
it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of
the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and
shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably
acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients
of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then
the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith
work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue
burden to the clients of Investor Counsel.


 


5.7       Indemnification
Matters. The Company hereby acknowledges that one (1) of the Preferred Directors nominated to serve on the Board of Directors by
one (1) Investors may have certain rights to indemnification, advancement of expenses and/or insurance provided by one (1) or more of
the Investors and certain of their Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees
(a) that it is the indemnitor of first resort (i.e., its obligations to any such Preferred Director are primary and any obligation
of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Preferred
Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Preferred Director and
shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any
such Preferred Director to the extent legally permitted and as required by the Articles of Incorporation or Bylaws of the Company (or
any agreement between the Company and such Preferred Director), without regard to any rights such Preferred Director may have against
the Investor Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims
against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by the Investor Indemnitors on behalf of any such Preferred Director with respect to any claim
for which such Preferred Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors
shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery
of such Preferred Director against the Company. The Preferred Directors and the Investor Indemnitors are intended third-party beneficiaries
of this Section 5.7 and shall have the right, power and authority to enforce the provisions of this Section 5.7 as though
they were a party to this Agreement.




    16


     


    

5.8        Right
to Conduct Activities. The Company hereby agrees and acknowledges that Sumeru (together with its Affiliates) is a professional investment
organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete
directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in
this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded
securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has
products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable
law, Sumeru (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by
Sumeru (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other
representative of Sumeru (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member
of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company;
provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized
disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the
Company from any liability associated with his or her fiduciary duties to the Company.


 


5.9        Anti-Harassment
Policy. The Company shall, within sixty (60) days following the Closing (as defined in the Purchase Agreement), adopt and thereafter
maintain in effect (i) a Code of Conduct governing appropriate workplace behavior and (ii) an Anti-Harassment and Discrimination Policy
prohibiting discrimination and harassment at the Company. Such policy shall be reviewed and approved by the Board of Directors.


 


5.10       FCPA.
The Company covenants that it shall not (and shall not permit any of its subsidiaries or Affiliates or any of its or their respective
directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment
to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such
term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in each case, in violation
of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further covenants that it
shall (and shall cause each of its subsidiaries and Affiliates to) cease all of its or their respective activities, as well as remediate
any actions taken by the Company, its subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees,
independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery
or anti-corruption law. The Company further covenants that it shall (and shall cause each of its subsidiaries and Affiliates to) maintain
systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance
with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to
provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall
promptly notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). The Company
shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future,
to comply with the FCPA. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence
or formed in the future, to comply in all material respects with all applicable laws.




    17


     


    

5.11       CFIUS
and Foreign Person Limitations.


 


(a)         Unless
otherwise approved by the Board of Directors, the Company will not provide to any Foreign Person any DPA Triggering Rights. No Investor,
who is a Foreign Person, shall be permitted to obtain any DPA Triggering Rights or a voting equity interest in the Company that exceeds
nine and nine-tenths percent (9.9%) of the Company’s total voting securities pursuant to the Purchase Agreement, Section 4 of this
Agreement, or otherwise, including by way of any secondary transaction(s), without the approval of the Board of Directors.


 


(b)         Each
Investor covenants that it will notify the Company in advance of permitting any Foreign Person affiliated with Investor, whether affiliated
as a limited partner or otherwise, to obtain through Investor any DPA Triggering Rights.


 


5.12       Equity
Incentive Plan. Within sixty (60) days of the date hereof, the Company shall create and authorize an equity (or equity-linked) compensation
plan, which shall be approved by the Preferred Director, and under which the Company shall reserve for issuance to service providers
of the Company, a number of shares of the Company’s Common Stock representing 10% of the Company’s then outstanding capital
stock (calculated at the time of creation, as if all of the Company’s outstanding securities were exercised or otherwise converted
into the Company’s Common Stock).


 


6.            Miscellaneous.


 


6.1         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.


 


6.2         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. federal 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.


 


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


 


6.4         Notices.


 


(a)         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 (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during
the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business
day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one
(1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set
forth on Schedule A 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 email address or address as subsequently modified by written notice given in accordance with this Section
6.4. If notice is given to the Company, a copy (which copy shall not constitute notice) shall also be sent to Greenberg Traurig,
LLP, 18565 Jamboree Road, Suite 500, Irvine, CA 92612, (949) 732-6510.




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(b)       Consent
to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Nevada Revised Statutes (the
“NRS”), at the electronic mail address set forth below such Investor’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 agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure
to do so shall not affect the foregoing.


 


6.5       Amendments
and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of
the Company and the holders of at least a majority of the Registrable Securities then outstanding; provided that the Company may
in its sole discretion waive compliance with Section 2.10(c) (and the Company’s failure to object promptly in writing after
notification of a proposed assignment allegedly in violation of Section 2.10(c) shall be deemed to be a waiver); and provided
further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any
other party. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance of any term
hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification,
termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4
with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by
its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such
transaction) (b) any other section of this Agreement applicable to the Major Investors (including this clause (b) any other section of
this Agreement applicable may be amended, modified, terminated or waived with only the written consent of the Company and the holders
of at least a majority of the Registrable Securities then outstanding and held by the Major Investors, and (c) so long as Sumeru has
the right to appoint an observer to the Board of Directors pursuant to Section 3.3, then Section 3.3 and this Section
6.5(c) may not be amended, modified, terminated or waived without the written consent of Sumeru, and so long as Sumeru holds any
Registrable Securities, the provisions of Section 5.12 and this Section 6.5(c) may not be amended, modified, terminated
or waived without the written consent of Sumeru. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company
from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent
of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent
of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Section
6.8. The Company shall give prompt notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto
that did not consent in writing to such amendment, modification, termination, or waiver. Any amendment, modification, termination, or
waiver effected in accordance with this Section 6.5 shall be binding on all parties hereto, regardless of whether any such party
has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one (1) or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.6       Severability.
In case one (1) or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid,
illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent
permitted by law.




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6.7       Aggregation
of Stock; Apportionment. All shares of Registrable Securities held or acquired by 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.


 


6.8       Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Convertible
Preferred Stock after the date hereof, pursuant to the Purchase Agreement, any purchaser of such shares of Series A Convertible Preferred
Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and
thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required
for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound
by all of the obligations as an “Investor” hereunder.


 


6.9       Entire
Agreement. This Agreement (including any Schedules hereto) together with the other agreements referenced as exhibits therein, constitutes
the full and entire understanding and agreement among 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.


 


6.10      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.


 


     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.


 


6.11      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 nonbreaching or non-defaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to 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 theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


[Signature
Page Follows]




    20


     


    

IN
WITNESS WHEREOF, the parties hereto have executed the Investors’ Rights Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	ADAMAS
    ONE CORP.
	 	 	 
	 	By:	/s/
    John G. Grdina
	 	Name: 	John
    G. Grdina
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	SUMERU
    GLOBAL DIGITAL TECHNOLOGY FUND, LP.
	 	 	 
	 	By:	/s/
    Saumen Chakraborty
	 	Name:	Saumen
    Chakraborty
	 	Title:	Managing
    Director


 


Signature
Page to Investors’ Rights Agreement




     


     


    

SCHEDULE
A


 


INVESTOR


 


	Name
    and Address	 
	 	 
	SUMERU
    GLOBAL DIGITAL TECHNOLOGY FUND, LP