Exhibit 4.8


 


RIGHT
OF FIRST REFUSAL


AND
CO-SALE AGREEMENT


 


THIS
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of March 03, 2022 by and among ADAMAS
ONE CORP., a Nevada corporation (the “Company”), the Investors (as defined below) listed on Schedule A and
the Key Holder (as defined below) listed on Schedule B.


 


WHEREAS,
each Key Holder is the beneficial owner of shares of Capital Stock, or of options to purchase Common Stock;


 


WHEREAS,
the Company and the Investors are parties to that certain Series A Convertible Preferred Stock Purchase Agreement, of even date herewith
(the “Purchase Agreement”), pursuant to which the Investors have agreed to purchase shares of the Series A Convertible
Preferred Stock of the Company, par value $0.001 per share (“Series A Preferred Stock”); and


 


WHEREAS,
the Key Holders and the Company desire to further induce the Investors to purchase the Series A Preferred Stock;


 


NOW, THEREFORE,
the Company, the Key Holders and the Investors agree as follows:


 


		1.	Definitions.



 


1.1       “Affiliate”
means, with respect to any specified Investor, any other Investor who directly or indirectly, controls, is controlled by or is under
common control with such Investor, including, without limitation, any general partner, managing member, officer, director or trustee
of such Investor, or any venture capital fund or other investment fund now or hereafter existing which 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
Investor.


 


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


 


1.3       “Capital
Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b)
shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon
exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned
or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes
of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of Preferred
Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.


 


1.4       “Certificate
of Designation” means the Company’s Certificate of Series A Preferred Designation filed with the Nevada Secretary of
State on ____________________, 2022.


 


1.5       “Change
of Control” means 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.


 


1.6       “Common
Stock” means shares of Common Stock of the Company, $0.001 par value per share.


 


1.7       “Company
Notice” means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends
to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.




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


 


1.9       “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).


 


1.10       “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.


 


1.11       “Investor
Notice” means written notice from any Investor notifying the Company and the selling Key Holder(s) that such Investor intends
to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.


 


1.12       “Investors”
means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Section
6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.11 and any one of them, as the
context may require.


 


1.13       “Key
Holder” means the person(s) named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned
pursuant to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.9 or 6.17
and any one of them, as the context may require.


 


1.14       “Preferred
Stock” means collectively, all shares of Series A Convertible Preferred Stock, $0.001 par value per share.


 


1.15       “Proposed
Key Holder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of
or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.


 


1.16       “Proposed
Transfer Notice” means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.


 


1.17       “Prospective
Transferee” means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.


 


1.18       “Right
of Co-Sale” means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the
terms and conditions specified in the Proposed Transfer Notice.


 


1.19       “Right
of First Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase
some or all of the Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed
Transfer Notice.


 


1.20       “Secondary Notice” means written notice from the Company notifying the Investors and the selling Key Holder that the
Company does not intend to exercise its Right of First Refusal as to all shares of any Transfer Stock with respect to a Proposed Key
Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.




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1.21       “Secondary Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata
portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant
to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.


 


1.22       “Transfer Stock” means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof
(including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but
does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.


 


1.23       “Undersubscription Notice” means written notice from an Investor notifying the Company and the selling Key Holder
that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the
Right of First Refusal or the Secondary Refusal Right.


 


		2.	Agreement
                                            Among the Company, the Investors and the Key Holders.



 


2.1       Right
of First Refusal.


 


(a)       Grant.
Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the Company a Right
of First Refusal to purchase all or any portion of Transfer Stock that such Key Holder may propose to transfer in a Proposed Key Holder
Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.


 


(b)       Notice.
Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company and each Investor
not later than forty-five (45) days prior to the consummation of such Proposed Key Holder Transfer. Such Proposed Transfer Notice shall
contain the material terms and conditions (including price and form of consideration) of the Proposed Key Holder Transfer, the identity
of the Prospective Transferee and the intended date of the Proposed Key Holder Transfer. To exercise its Right of First Refusal under
this Section 2, the Company must deliver a Company Notice to the selling Key Holder and the Investors within fifteen (15) days
after delivery of the Proposed Transfer Notice specifying the number of shares of Transfer Stock to be purchased by the Company. In the
event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that
contains a preexisting right of first refusal, the Company and the Key Holder acknowledge and agree that the terms of this Agreement
shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with Section 2.1(a) and this
Section 2.1(b). In the event of a conflict between this Agreement and the Company’s Bylaws containing a preexisting right
of first refusal, the terms of the Bylaws will control and compliance with the Bylaws shall be deemed compliance with this Section
2.1(a) and (b) in full.


 


(c)       Grant
of Secondary Refusal Right to the Investors. Subject to the terms of Section 3 below, each Key Holder hereby unconditionally
and irrevocably grants to the Investors a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased
by the Company pursuant to the Right of First Refusal, as provided in this Section 2.1(c). If the Company does not provide the
Company Notice exercising its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Key Holder Transfer, the
Company must deliver a Secondary Notice to the selling Key Holder and to each Investor to that effect no later than fifteen (15) days
after the selling Key Holder delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor
must deliver an Investor Notice to the selling Key Holder and the Company within ten (10) days after the Company’s deadline for
its delivery of the Secondary Notice as provided in the preceding sentence.




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(d)       Undersubscription
of Transfer Stock. If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b)
and (c) with respect to some but not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence
of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration
of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who
fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each
Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any
part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed
Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and
the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising
Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available,
the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata
based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal
Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the
Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors,
the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.


 


(e)       Consideration;
Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration,
the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company
Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the
Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set
forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all
payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified
in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery
of the Proposed Transfer Notice.


 


2.2       Right
of Co-Sale.


 


(a)       Exercise
of Right. If any Transfer Stock subject to a Proposed Key Holder Transfer is not purchased pursuant to Section 2.1 above and
thereafter is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate
on a pro rata basis in the Proposed Key Holder Transfer as set forth in Section 2.2(b) below and, subject to Section 2.2(d),
otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor who desires to exercise its Right
of Co-Sale (each, a “Participating Investor”) must give the selling Key Holder written notice to that effect within
fifteen (15) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating
Investor shall be deemed to have effectively exercised the Right of Co-Sale.




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(b)       Shares
Includable. Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s
Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed
Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal
or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating
Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has
agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock
owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including
any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number
of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such
right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the
selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.


 


(c)       Purchase
and Sale Agreement. The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key
Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement
with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a
transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale
Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.


 


		(d)	Allocation
                                            of Consideration.



 


(i)       Subject
to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be
allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling
Key Holder as provided in Section 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the
price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock
into Common Stock.


 


(ii)       In
the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide
that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance
with Sections 5(a) and 5(b) of the Certificate of Designation and, if applicable, the next sentence as if (A) such transfer were a Deemed
Liquidation Event (as defined in the Certificate of Designation), and (B) the Capital Stock sold in accordance with the Purchase and
Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating
Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and
Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies
(the “Initial Consideration”) shall be allocated in accordance with Sections 5(a) and 5(b) of the Certificate of Designation
as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration
which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies
shall be allocated in accordance with Sections 5(a) and 5(b) of the Certificate of Designation after taking into account the previous
payment of the Initial Consideration as part of the same transfer.




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(e)       Purchase
by Selling Key Holder; Deliveries. Notwithstanding Section 2.2(c) above, if any Prospective Transferee(s) refuse(s) to purchase
securities subject to the Right of Co-Sale from any Participating Investor or Investors or upon the failure to negotiate in good faith
a Purchase and Sale Agreement reasonably satisfactory to the Participating Investors, no Key Holder may sell any Transfer Stock to such
Prospective Transferee(s) unless and until, simultaneously with such sale, such Key Holder purchases all securities subject to the Right
of Co-Sale from such Participating Investor or Investors on the same terms and conditions (including the proposed purchase price) as
set forth in the Proposed Transfer Notice and as provided in Section 2.2(d)(i); provided, however, if such
sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Key Holder to such Participating
Investor or Investors shall be made in accordance with the first sentence of Section 2.2(d)(ii). In connection with such purchase
by the selling Key Holder, such Participating Investor or Investors shall deliver to the selling Key Holder any stock certificate or
certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the selling Key Holder (or request that
the Company effect such transfer in the name of the selling Key Holder). Any such shares transferred to the selling Key Holder will be
transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the
terms and conditions specified in the Proposed Transfer Notice, and the selling Key Holder shall concurrently therewith remit or direct
payment to each such Participating Investor the portion of the aggregate consideration to which each such Participating Investor is entitled
by reason of its participation in such sale as provided in this Section 2.2(e).


 


(f)       Additional
Compliance. If any Proposed Key Holder Transfer is not consummated within forty-five (45) days after receipt of the Proposed Transfer
Notice by the Company, the Key Holders proposing the Proposed Key Holder Transfer may not sell any Transfer Stock unless they first comply
in full with each provision of this Section 2. The exercise or election not to exercise any right by any Investor hereunder shall
not adversely affect its right to participate in any other sales of Transfer Stock subject to this Section 2.2.


 


2.3       Effect
of Failure to Comply.


 


(a)       Transfer
Void; Equitable Relief. Any Proposed Key Holder Transfer not made in compliance with the requirements of this Agreement shall be
null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.
Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto
for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree
that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law
or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of
Transfer Stock not made in strict compliance with this Agreement).


 


(b)       Violation
of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under this
Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Investor may,
at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such Transfer Stock as is
herein specified and transfer to the name of the Company or such Investor (or request that the Company effect such transfer in the name
of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.


 


(c)       Violation
of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited
Transfer”), each Participating Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition
to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Participating Investor
the type and number of shares of Capital Stock that such Participating Investor would have been entitled to sell to the Prospective Transferee
had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms,
including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable,
and subject to the same conditions as would have applied had the Key Holder not made the Prohibited Transfer, except that the sale (including,
without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Investor learns
of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such Key Holder shall also reimburse each Participating
Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred
pursuant to the exercise or the attempted exercise of the Participating Investor’s rights under Section 2.2.




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		3.	Exempt
                                            Transfers.



 


3.1       Exempted
Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2
shall not apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners
or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally
paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved
by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer
Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions
of this Agreement to the same extent as if it were the Key Holder making such pledge, or (d) in the case of a Key Holder that is a natural
person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime
or on death by will or intestacy to his or her spouse, including any life partner or similar statutorily-recognized domestic partner,
child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse, including any life partner
or similar statutorily-recognized domestic partner) (all of the foregoing collectively referred to as “family members”),
or any other relative/person approved by unanimous consent of the Board of Directors, or any custodian or trustee of any trust, partnership
or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Key Holder or any such
family members; provided that in the case of clause(s) (a), (c), or (d), the Key Holder shall deliver prior
written notice to the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject
to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such Transfer, deliver a counterpart
signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement
as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder
with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided further in the
case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which
there is no consideration actually paid for such transfer.


 


3.2       Exempted
Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to
the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Certificate
of Designation).


 


3.3       Prohibited
Transferees. Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination
of the Board of Directors, directly or indirectly competes with the Company; (b) any customer, distributor or supplier of the Company,
if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information
that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier; or (c) any Foreign
Person that pursuant to any such transfer would acquire any DPA Triggering Rights, unless otherwise approved by the Board of Directors.


 


4.       Legend.
Each certificate, instrument, or book entry representing shares of Transfer Stock held by the Key Holders or issued to any permitted
transferee in connection with a transfer permitted by Section 3.1 hereof shall be notated with the following legend:


 


THE
SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE
TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN
OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.




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Each
Key Holder and Investors agree that the Company may instruct its transfer agent to impose transfer restrictions on the shares notated
with the legend referred to in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly
do so. The legend shall be removed upon termination of this Agreement at the request of the holder.


 


		5.	Lock-Up.



 


5.1       Agreement
to Lock-Up. Each Key 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 Company’s initial public offering (the “IPO”)
and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days),
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), (a) 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 Capital Stock held immediately prior to the effectiveness of
the registration statement for the IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b)
above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section
5 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, and shall
only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common
Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Convertible Preferred Stock) enter into similar
agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have
the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to
execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5
or that are necessary to give further effect thereto.


 


5.2       Stop
Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect
to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period.


 


		6.	Miscellaneous.



 


6.1       Term.
This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s IPO;
and (b) the consummation of a Deemed Liquidation Event (as defined in the Certificate of Designation).


 


6.2       Stock
Split. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split,
combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.




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6.3       Ownership.
Each Key Holder represents and warrants that such Key Holder is the sole legal and beneficial owner of the shares of Transfer Stock subject
to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest as to
which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).


 


6.4       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.


 


6.5       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 (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 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 hereof, as the case may be, or to such email address or address as subsequently modified by written notice given
in accordance with this Section 6.5. If notice is given to the Company, it shall be sent to 17767 N. Perimeter Drive, Suite B115,
Scottsdale, AZ 85255, Attention: John G. Grdina; and 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.




    9


     


    

(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 (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.


 


6.6       Entire
Agreement. This Agreement (including, the Exhibits and Schedules hereto) together with the other Transaction Documents (as defined
in the Purchase Agreement) constitutes 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 are expressly
canceled.


 


6.7       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
theretofore 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.


 


6.8       Amendment;
Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) 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 the shares of Transfer Stock then
held by all of the Key Holders provided that such consent shall not be required if the Key Holders do not then own shares of Capital
Stock representing at least 5% of the outstanding Capital Stock of the Company who are then providing services to the Company as officers,
employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then
outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis). Any amendment,
modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective
successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification,
termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance
of any term hereunder 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 and Key Holders, respectively, in the same
fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with
respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely
affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver
would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for
any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders,
and (iv) 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. The Company shall
give prompt written 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. 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.




    10


     


    

6.9       Assignment
of Rights.


 


(a)       The
terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted 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 permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


(b)       Any
successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance
with the terms hereof, shall deliver to the Company and the Investors, as a condition to any transfer or assignment, a counterpart signature
page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of
the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.


 


(c)       The rights of the Investors hereunder are not assignable without the


 


Company’s
written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii)
to an assignee or transferee who acquires at least 100,000 shares of Capital Stock (as adjusted for any stock combination, stock split,
stock dividend, recapitalization or other similar transaction), it being acknowledged and agreed that any such assignment, including
an assignment contemplated by the preceding clauses (i) or (ii) shall be subject to and conditioned upon any such assignee’s
delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm
their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor
of such assignee.


 


(d)       Except
in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the
Company hereunder may not be assigned under any circumstances.


 


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


 


6.11       Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s
Series A Convertible Preferred Stock after the date hereof, 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.


 


6.12       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.


 


6.13       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.


 


6.14       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.




    11


     


    

6.15       Aggregation
of Stock. All shares of Capital Stock held or acquired by Affiliated entities or persons 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.


 


6.16       Specific
Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement,
each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Key Holders hereunder
and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.


 


6.17       Additional
Key Holders. In the event that after the date of this Agreement, the Company issues shares of Common Stock, or options to purchase
Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant
(taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%)
or more of the Company’s then outstanding Common Stock (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 or converted), the Company shall, as a condition
to such issuance, cause such employee or consultant to execute a counterpart signature page hereto as a Key Holder, and such person shall
thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Holder.


 


6.18       Effect
on Prior Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded
and replaced in its entirety by this Agreement, and shall be of no further force or effect.


 


[Signature
Page Follows]




    12


     


    

IN
WITNESS WHEREOF, the parties have executed this Right of First Refusal and Co-Sale 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	 
	 	 
	INVESTORS:	 
	 	 
	SUMERU GLOBAL DIGITAL TECHNOLOGY FUND, LP
	 	 
	By:	/s/
    Saumen Chakraborty	 
	Name:
    Saumen Chakraborty	 
	Its:
    Managing Director	 


 


Signature
Page to right of first refusal and co-sale 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]