Exhibit 4.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 13, 2021
among Adamas One Corp., a Nevada corporation (the “Company”), each of the investors listed on the signature pages hereto
under the caption “Investors” (collectively, the “Investors”). Except as otherwise specified herein or in
the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.


 


RECITALS:


 


A.       The
Company and the Investors are parties to that Senior Secured Convertible Note Purchase Agreement dated of even date herewith
(“Purchase Agreement”) pursuant to which the Investors have loaned funds to the Company in exchange for the
Company’s eight percent (8%) Senior Secured Convertible Promissory Notes, due; _______ __, 2022, in the original aggregate
principal amount of $______ (collectively, the “Notes”) and the Incentive Shares, the Conversion Shares, the
Warrant Agreement and the Warrant Shares all as described in the Purchase Agreement.


 


B.       As
an inducement for the Investors to purchase the Notes, the Company has agreed to register the Incentive Shares, the Conversion Shares
and the Warrant Shares pursuant to the terms of this Agreement.


 


In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree
as follows:


 


Section
1 Piggyback Registrations.


 


(a)       Right
to Piggyback. (i) Whenever the Company is required or proposes to register any of its equity securities under the Securities Act
(including primary and secondary registrations, and other than pursuant to an Excluded Registration) (a “Piggyback Registration”),
the Company will give at least thirty (30) days prior written notice to all Holders of its intention to effect such Piggyback Registration
and, subject to the terms of Section 1(b) and 0, will include in such Piggyback Registration (and in all related registrations
or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within twenty (20) days after delivery of the Company’s notice. Such written requests
for inclusion will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement.
If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such
Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions
set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting
agreement, or if none, prior to the applicable registration statement becoming effective.


 


(ii)       If a registration statement under which the Company gives notice under this Section 1 is for an underwritten offering, then the Company
will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be
included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting
and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing
to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with
the managing underwriter or
underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect
to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective
date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn
from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, the partners,
retired partners and shareholders of such Holder, or the estates and Family Group of any such partners and retired partners and any trusts
for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect
to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and
individuals included in such “Holder,” as defined in this sentence.



     


     


    

(b)       Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price,
timing or method of distribution of the offering, the Company will include in such registration: (i) first, the securities the
Company proposes to sell, (ii) second, any Investor Registrable Securities requested to be included in such registration by any
Investor which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among such Investors
on the basis of the number of Registrable Securities owned by each such Investor, and (iii) third, other securities requested
to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.


 


(c)       Priority
on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s
equity securities and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability,
proposed offering price, timing or method of distribution of the offering, the Company will include in such registration: (i) first,
the securities requested to be included therein by the Holders initially requesting such registration which, in the opinion of the underwriters,
can be sold without any such adverse effect, (ii) second, the Investor Registrable Securities requested to be included in such
registration, pro rata among the Participating Investors holding such Investor Registrable Securities on the basis of the number
of Investor Registrable Securities owned by each such Participating Investors which, in the opinion of the underwriters, can be sold
without any such adverse effect, (iii) third, other securities requested to be included in such registration which, in the opinion
of the underwriters, can be sold without any such adverse effect.


 


(d)       Right
to Terminate Registration. The Company will have the right to terminate or withdraw any registration initiated by it under this Section
1, whether or not any holder of Registrable Securities has elected to include securities in such registration. The Company shall
give prompt written notice of such termination to all Participating Investors.


 


(e)       Selection
of Underwriters. If any Piggyback Registration is an underwritten offering, the legal counsel for the Company, the investment banker(s)
and manager(s) for the offering shall be selected by the Company.




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Section
2 Stockholder Lock-Up Agreements.


 


In
connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements
requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by
the Investors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback
Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of
(including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of
the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC)
(collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable
for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect
as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery
of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale
Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which
the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or
the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus in
the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing
underwriters, a “Holdback Period”); provided, however, that all executive officers and directors of the Company
then holding Common Stock of the Company shall enter into similar agreements. The Company may impose stop-transfer instructions with
respect to any Securities or Other Securities subject to the restrictions set forth in this Section 2 until the end of such Holdback
Period.


 


Section
3 Registration Procedures.


 


(a)       Company
Obligations. If and whenever the Company causes the registration of any of its equity securities under the Securities Act (including
primary and secondary registrations, and other than pursuant to an Excluded Registration) as provided in this Agreement, the Company
will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:


 


(i)       prepare
and file with (or submit confidentially to) the SEC a registration statement, and all amendments and supplements thereto and related
prospectuses, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective,
all in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder (provided that before filing
or confidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish
to the counsel selected by the Investors covered by such registration statement copies of all such documents proposed to be filed or
submitted, which documents will be subject to the review and comment of such counsel);


 


(ii)      prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration
statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration
statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration
statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus
is required by law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer) and comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;





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(iii)     furnish,
without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary
prospectus) (in each case including all exhibits and documents incorporated by reference therein), each amendment and supplement thereto,
each Free Writing Prospectus and such other documents as such seller or underwriter, if any, may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable
laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus
or supplement thereto) or Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);


 


(iv)     use
its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the
Company will not be required to: (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (B) consent to general service of process in any such jurisdiction, or (C) subject itself to taxation
in any such jurisdiction);


 


(v)      notify
in writing each seller of such Registrable Securities: (A) promptly after it receives notice thereof, of the date and time when such
registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus
relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities
or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the
amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances
as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, if required by applicable law or to the extent requested by the
Investors, the Company will use its best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading, and (D) if at any time the representations and
warranties of the Company in any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering
shall cease to be true and correct;


 


(vi)     use
its best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement;


 


(vii)    enter
into and perform such customary agreements (including, as applicable, underwriting agreements in customary form) and take all such other
actions as the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, making available the executive officers of the Company and participating in “road shows,”
investor presentations, marketing events and other selling efforts and effecting a stock or unit split or combination, recapitalization
or reorganization);





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(viii)   make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition or sale pursuant to
such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and
other records, pertinent corporate and business documents and properties of the Company as will be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent
accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement and the disposition of such Registrable Securities pursuant thereto;


 


(ix)     take
all actions to ensure that any prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects
with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with
the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related
documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;


 


(x)      otherwise
use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the
Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement will satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(xi)     use
its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities;


 


(xii)     if
requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for
the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes
of marketing the offering in the view of the managing underwriter;


 


(xiii)   take
no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that
any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;


 


(xiv)   use
its best efforts to provide: (A) a legal opinion of the Company’s outside counsel, dated the effective date of such
registration statement addressed to the Company, (B) on the date that such Registrable Securities are delivered to the underwriters
for sale in connection with a Piggy-Back Registration, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the closing date of the applicable sale, (1) one or more legal opinions of
the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten
public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders
assisting in the sale of the Registrable Securities, and (2) one or more “negative assurances letters” of the
Company’s outside counsel, dated such date, in form and substance as is customarily given to underwriters in an underwritten
public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders
assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the
case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the
Registrable Securities, (3) a “comfort” letter dated as of such date, from the independent certified public accountants of
the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, or, in
the case of a non-underwritten offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the
Registrable Securities, in each case, addressed to the underwriters, if any, or, if requested, in the case of a non-underwritten
offering, to the broker, placement agent or other agent of the Holders assisting in the sale of the Registrable Securities and to
the Holders, and (4) customary certificates executed by authorized officers of the Company as may be requested by any Holder or any
underwriter of such Registrable Securities;





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(b)       Additional
Information. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish
the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably
request in writing, as a condition to such seller’s participation in such registration.


 


(c)       Other. To the extent that any of the Investors are or may be deemed to be an “underwriter” of Registrable Securities
pursuant to any SEC comments or policies, the Company agrees that: (i) the indemnification and contribution provisions contained in Section
5 shall be applicable to the benefit of such Investors in their role as an underwriter or deemed underwriter in addition to their
capacity as a Holder, and (ii) such Investors shall be entitled to conduct the due diligence which they would normally conduct in connection
with an offering of securities registered under the Securities Act, including without limitation receipt of customary opinions and comfort
letters addressed to such Investors.


 


Section
4 Registration Expenses.


 


Except
as expressly provided herein, all out-of-pocket expenses incurred by the Company or any Investors in connection with the performance
of or compliance with this Agreement and/or in connection with any Piggyback Registration, whether or not the same shall become
effective, shall be paid by the Company, including, without limitation: (i) all registration and filing fees, and any other fees and
expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance
with any securities or “blue sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile
and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company or other depositary and of printing prospectuses and Company Free Writing Prospectuses), (iv) all
fees and disbursements of all independent certified public accountants of the Company (including the expenses of any special audit
and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance
if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and
expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar
securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed), (vii) all
applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the
Company, (ix) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and
expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the
Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting
duties), and (xii) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and
lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to
pay, and each Person that sells securities pursuant to a Piggyback Registration hereunder will bear and pay, all underwriting
discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if
any) attributable to the sale of Registrable Securities.





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Section
5 Indemnification and Contribution.


 


(a)       By
the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to
time, each Holder, such Holder’s affiliates and their respective officers, directors employees, agents, fiduciaries,
stockholders, managers, partners, members, affiliates, direct and indirect equity holders, consultants and representatives, and any
successors and assigns thereof, and each Person who controls such Holder (within the meaning of the Securities Act or the Exchange
Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with
respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses)
(collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each,
a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any
registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement
thereto, or (B) any application or other document or communication (in this Section 5, collectively called an
“application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of
the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue
sky” or securities laws thereof, (ii) any omission or alleged omission of 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any
such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any
other expenses reasonably incurred by them in connection with investigating, defending or settling any such Losses. Notwithstanding
the foregoing, the Company will not be liable in any such case to the extent that any such Losses result from, arise out of, are
based upon, or relate to an untrue statement, or omission, made in such registration statement, any such prospectus, preliminary
prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written
information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such
Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an
underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such
underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such
underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such
seller.


 


(b)       By
Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors,
employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act or the
Exchange Act) against any Losses resulting from (as determined by a final and non-appealable judgment, order or decree of a court of
competent jurisdiction) any untrue statement of material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided that the
obligation to indemnify will be individual, not joint and several, and pro-rata based on the number of Registrable Shares
included in such registration statement for each Holder and will be limited to the net amount of proceeds received by such Holder
from the sale of Registrable Securities pursuant to such registration statement.





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(c)       Claim
Procedure. Any Person entitled to indemnification hereunder will: (i) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure to give prompt notice will impair any Person’s
right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party), and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such
claim or the indemnifying party. In such instance, the conflicted indemnified parties will have a right to retain one separate counsel,
chosen by the majority of the conflicted indemnified parties involved in the indemnification and approved by the Investors, at the expense
of the indemnifying party.


 


(d)       Contribution.
If the indemnification provided for in this Section 5 is held by a court of competent jurisdiction to be unavailable to, or
is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any Loss referred to herein,
then such indemnifying party will contribute to the amounts paid or payable by such indemnified party as a result of such Loss, (i)
in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified
party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant
equitable considerations, or (ii) if the allocation provided by clause (i) of this Section 5(d) is not permitted by
applicable law, then in such proportion as is appropriate to reflect not only such relative fault but also the relative benefit of
the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration
statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant
equitable considerations; provided that the maximum amount of liability in respect of such contribution will be individual,
not joint and several, and pro-rata based on the number of Registrable Shares included in such registration statement for
each Holder and shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds
actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault
of the indemnifying party and of the indemnified party will be determined by reference to, among other things, whether the untrue
(or, as applicable alleged) untrue statement of a material fact or the omission to state 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. The parties hereto agree that it would not be just or
equitable if the contribution pursuant to this Section 5(d) were to be determined by pro rata allocation or by any
other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an
indemnified party as a result of the Losses referred to herein will be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject
hereof. 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 is not guilty of such fraudulent misrepresentation.





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(e)       Release.
No indemnifying party will, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of
a full and unconditional release from all liability in respect to such claim or litigation.


 


(f)       Non-exclusive
Remedy; Survival. The indemnification and contribution provided for under this Agreement will be in addition to any other rights
to indemnification or contribution that any indemnified party may have pursuant to law or contract (and the Company and its Subsidiaries
shall be considered the indemnitors of first resort in all such circumstances to which this Section 5 applies) and will remain
in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of Registrable Securities and the termination or expiration of this Agreement.


 


Section
6 Cooperation with Underwritten Offerings.


 


No
Person may participate in any underwritten registration hereunder unless such Person: (i) agrees to sell such Person’s securities
on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements
(including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the underwriters;
provided that no Holder will be required to sell more than the number of Registrable Securities such Holder has requested to include
in such registration), and (ii) completes, executes and delivers all questionnaires, powers of attorney, stock powers, custody agreements,
indemnities, underwriting agreements and other documents and agreements required under the terms of such underwriting arrangements or
as may be reasonably requested by the Company and the lead managing underwriter(s). To the extent that any such agreement is entered
into pursuant to, and consistent with, Section 2, Section 3 and/or this Section 6, the respective rights and obligations created under
such agreement will supersede the respective rights and obligations of the Holders, the Company and the underwriters created thereby
with respect to such registration.


 


Section
7 Joinder; Lock-Up; Additional Parties; Transfer of Registrable Securities.


 


(a)       Joinder.
The Investors or the Company may from time to time permit any Person who acquires Common Equity (or rights to acquire Common Equity)
to become a party to this Agreement and to be entitled to and be bound by all of the rights and obligations as a Holder by obtaining
a Joinder. Upon the execution and delivery of an executed joinder to this Agreement from such Person in the form of Exhibit B
attached hereto (a “Joinder”) by such Person, the Common Equity held by such Person shall be considered to have Registrable
Securities, and such Person shall be deemed the category of Holder (i.e. Investors), in each case as set forth on the signature page
to such Joinder. For the avoidance of doubt, no Person shall be considered a Holder hereunder without execution of a Joinder and no assignment
shall otherwise be permitted.


 


(b)       Lock-Up.


 


(i)       For
purposes of this Agreement, the “Lock-Up Period” is the period commencing on the date hereof and continuing
ninety (90) days thereafter.




    -9-


     


    


(ii)       During
the Lock-Up Period, no Holder shall enter into any sales transaction (including registered dispositions pursuant to Section 1
hereof) with respect to, or otherwise transfer, any Common Equity or any options or warrants to purchase any Common Equity or any
securities convertible into, exercisable for, exchangeable for or that represent the right to receive Common Equity, whether now
owned or hereinafter acquired, owned directly by such Holder (including securities held as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the SEC, (collectively, the “Restricted
Shares”); provided, that Restricted Shares shall not include any Common Equity obtained by a Holder through an open market
transaction or private purchase, other than pursuant to any hedging transactions precluded by the following sentence. The foregoing
restriction is expressly agreed to preclude each Holder from engaging in any hedging or other transaction which is designed to or
which reasonably would be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted
Shares would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale
or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Shares of the
applicable Holder or with respect to any security that includes, relates to, or derives any significant part of its value from such
Restricted Shares.


 


(iii)       Notwithstanding
anything to the contrary set forth herein, a Holder may engage in a transfer with respect to Restricted Shares during the Lock-Up Period
pursuant to any of clauses (1) through (5) below:


 


(1)       as a bona fide gift or gifts (subject to the provisions of the last sentence of this Section 7(b));


 


(2)       to
any trust or entity wholly owned by one or more trusts for the direct or indirect benefit of:(A) the Holder’s stockholders, partners,
members or beneficiaries, and/or (B) the Holder and/or any member of the Holder’s Family Group(subject to the provisions of the
last sentence of this Section 7(b)(iii));


 


(3)       in connection with a sale of the Company.


 


It
shall be a condition to any transfer of Restricted Shares pursuant to clauses (1) or (2) that the transferee execute and deliver a Joinder
to this Agreement. For the avoidance of doubt, any such transferee so executing and delivering a Joinder shall thereupon be deemed a
Holder and shall have all the benefits and obligations of a Holder under this Agreement, including the registration rights provided in
Section 1.


 


(iv)          Each
Holder hereby represents and warrants that it now has, and for the duration of the Lock-Up Period will have, good and marketable title
to its Restricted Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of such stockholder to
comply with the foregoing restrictions.


 


(c)       Legend.
Each certificate (if any) evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer of any
Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) will be stamped
or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION
RIGHTS AGREEMENT DATED AS OF __________, 2021 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE
COMPANY’S EQUITYHOLDERS, AS AMENDED. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST.”





    -10-


     


    


The
Company will imprint such legend on certificates evidencing Registrable Securities outstanding prior to the date hereof. The legend set
forth above will be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.


 


Section
8 General Provisions.


 


(a)       Amendments
and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the
prior written consent of the Company and the Investors holding shares of Registrable Securities representing a majority of all Registrable
Securities; provided that no such amendment, modification or waiver that would treat a specific Holder or group of Holders of Registrable
Securities (i.e., Other Investors) in a manner materially and adversely different than any other Holder or group of Holders will be effective
against such Holder or group of Holders without the consent of the holders of a majority of the Registrable Securities that are held
by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of the provisions
of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Person thereafter
to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default
by any Person in the performance by that Person of his, her or its obligations under this Agreement will not be deemed to be a consent
or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person
under this Agreement.


 


(b)       Remedies.
The parties to this Agreement will be entitled to enforce their rights under this Agreement specifically (without posting a bond or other
security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing
in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages
would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party
will be entitled to seek specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction
(without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(c)       Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable
law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability will not affect the validity, legality
or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never
been contained herein.


 


(d)       Entire
Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations
by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.


 


(e)       Successors
and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit and be enforceable by the
Company and its successors and permitted assigns and the Holders (including, specifically, the Investors) and their respective
successors and permitted assigns (whether so expressed or not).





    -11-


     


    


(f)       Notices.
Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement will be in writing and
will be deemed to have been given: (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or
facsimile if sent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day
after it is sent to the recipient by reputable overnight courier service (charges prepaid) or
(iv) four Business Days after it is mailed to the recipient by first class mail, return
receipt requested. Such notices, demands and other communications will be sent to the Company at the address specified on the
signature page hereto or any Joinder and to any Holder, or at such address or to the attention of such other Person as the recipient
party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of
notice by giving prior written notice of the change to the sending party as provided herein. The Company’s address
is:


 


Adamas
One Corp.

411 University Ridge, Suite 110

Greenville, SC 29601

Attn: John Grdina

jayg@adamasone.com


 




With a copy to:


 


Greenberg
Traurig LLP

Raymond A. Lee, Esq.

18565 Jamboree Road, Suite 500

Irvine, CA 92612

leer@gtlaw.com


 


(g)       Business
Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period
will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.


 


(h)       Governing
Law. The corporate law of the State of New York will govern all issues and questions concerning the relative rights of the Company
and its equity holders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this
Agreement and the exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State of New York,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the
internal law of the State of New York will control the interpretation and construction of this Agreement (and all schedules and exhibits
hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.


 


(i)       MUTUAL
WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER
HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING
RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.



    -12-


     


    


(j)       CONSENT
TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS
AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE
WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO
JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF
VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(k)       No
Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges that no
recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, will be had against any current
or future director, officer, employee, general or limited partner or member of any Holder or any Affiliate or assignee thereof, whether
by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable
law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred
by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future
director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any
Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect
of or by reason of such obligations or their creation.


 


(l)       Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. The use of the word “including” in this Agreement will be by way of example rather than by limitation.


 


(m)      No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction will be applied against any party.


 


(n)      Counterparts.
This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but
all such counterparts taken together will constitute one and the same agreement.


 


(o)      Electronic
Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith
or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of
a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail will
be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument will raise
the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability
of a contract and each such party forever waives any such defense.





    -13-


     


    

(p)      Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder agrees to execute and deliver
any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform
the provisions of this Agreement and the transactions contemplated hereby.


 


(q)      Dividends,
Recapitalizations, Etc.. If at any time or from time to time there is any change in the capital structure of the Company by way of
a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization,
or by any other means, appropriate adjustment will be made in the provisions hereof so that the rights and privileges granted hereby
will continue.


 


(r)       No
Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any Person not
a party hereto, and no such other Person shall have any right or cause of action hereunder, except as otherwise expressly provided herein.


 


(s)      Current
Public Information. At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of
either the Securities Act or the Exchange Act, the Company will file all reports required to be filed by it under the Securities Act
and the Exchange Act and will take such further action as the Investors may reasonably request, all to the extent required to enable
such Holders to sell Registrable Securities pursuant to Rule 144.


 


(t)       Costs
and Attorneys’ Fees. In the event any action, suit or other proceeding is instituted concerning or arising out of this Agreement
or any transaction contemplated hereunder, the prevailing party will recover all of such party’s costs and attorneys’ fees
incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.


 


*  *  *  *  *





    -14-


     


    

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


 


	 	ADAMAS
    ONE CORP.
	 	 
	 	By:	/s/
    John G. Grdina
	 	Name:	John
    G. Grdina
	 	Its:	Chief
    Executive Officer
	 	 	 
	 	INVESTORS:
	 	 
	 	[NAME]
	 	 	 
	 	By:	 
	 	Its:	 
	 	Address: 	 
	 	 	 
	 	[NAME]
	 	 	 
	 	By:	 
	 	Its:	 
	 	Address:	 
	 	 	 
	 	[NAME]
	 	 	 
	 	By:	 
	 	Its:	 
	 	Address:	 
	 	 	 


[Signature
Page to Registration Rights Agreement]





     


     


    

EXHIBIT
A


 


DEFINITIONS


 


Capitalized
terms used in this Agreement have the meanings set forth below.


 


“Affiliate”
of any Person means any other Person controlled by, controlling or under common control with such Person and, in the case of an individual,
also includes any member of such individual’s Family Group. As used in this definition, “control” (including,
with its correlative meanings, “controlling,” “controlled by” and “under common control
with”) will mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether
through ownership of securities, by contract or otherwise).


 


“Agreement”
has the meaning set forth in the first paragraph of this document on page 1.


 


“Business
Day” means a day that is not a Saturday or Sunday or a day on which banks in New York City are authorized or requested by law
to close.


 


“Common
Equity” means the Company’s common stock, par value $0.001 per share.


 


“Company”
has the meaning set forth in the first paragraph of this Agreement and shall include its successor(s).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.


 


“Excluded
Registration” means any registration of equity securities of the Company solely for a Company sponsored employee benefit plan.


 


“Family
Group” means with respect to any individual, such individual’s current or former spouse, their respective parents, descendants
of such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited
liability company established solely for the benefit of such individual or such individual’s current or former spouse, their respective
parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Free
Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.


 


“Holdback
Period” has the meaning set forth in Section 2.


 


“Holder”
means a holder of Registrable Securities who is a party to this Agreement (including by way of Joinder).


 


“Indemnified
Parties” has the meaning set forth in Section 5(a).


 


“Investor
Registrable Securities” means: (i) any Common Equity held (directly or indirectly) by any Investor or any of its Affiliates,
including but not limited to the Incentive Shares, the Conversion Shares and the Warrant Shares as described in the Agreement, and (ii)
any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clauses (i)
or (ii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or
other reorganization.





    A-1


     


    


“Investors”
has the meaning set forth in the first paragraph of this Agreement. recitals. Any decision to be made under this Agreement by the Investors
shall be made by the Investors holding a majority of the Registrable Securities held by the Investors.


 


“Joinder”
has the meaning set forth in 0.


 


“Losses”
has the meaning set forth in Section 5(c).


 


“Other
Investors” has the meaning set forth in Section 8(a).


 


“Participating
Investors” means any Investors participating in the request for a Piggyback Registration.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


“Piggyback
Registrations” has the meaning set forth in Section 1(a).


 


“Public
Offering” means any sale or distribution by the Company, one of its Subsidiaries and/or Holders to the public of Common Equity
or other securities convertible into or exchangeable for Common Equity pursuant to an offering registered under the Securities Act.


 


“Registrable
Securities” means Investor Registrable Securities. As to any particular Registrable Securities, such securities will cease
to be Registrable Securities (and may not thereafter become Registrable Securities) when they have been: (a) sold or distributed
pursuant to a Public Offering, (b) sold in compliance with Rule 144, or (c) repurchased by
the Company or a Subsidiary of the Company. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable
Securities, and the Registrable Securities will be deemed to be in existence, whenever such Person has the right to acquire,
directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has
actually been effected, and such Person will be entitled to exercise the rights of a holder of Registrable Securities hereunder (it
being understood that a holder of Registrable Securities may only request that Registrable Securities in the form of Common Equity
be registered pursuant to this Agreement). Notwithstanding the foregoing any Registrable Securities held by any Person (other than
any Investors or their Affiliates) that may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements
of Rule 144 will be deemed not to be Registrable Securities.


 


“Registration
Expenses” has the meaning set forth in Section 4.


 


“Rule
144”, “Rule 158”, and “Rule 405”, “”” mean, in each case, such rule
promulgated under the Securities Act (or any successor provision) by the SEC, as the same will be amended from time to time, or any successor
rule then in force.


 


“Sale
Transaction” has the meaning set forth in Section 2.


 


“SEC”
means the United States Securities and Exchange Commission.





    A-2


     


    

“Securities”
has the meaning set forth in 0.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.


 


“Subsidiary”
means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of
which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by the Company or one or more of the other Subsidiaries of the Company or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the Company
or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a limited
liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited
liability company, partnership, association or other business entity gains or losses or will be or control the managing director or general
partner of such limited liability company, partnership, association or other business entity.


 


“Violation”
has the meaning set forth in Section 5(a).





    A-3


     


    

EXHIBIT
B


 


The
undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of April ___, 2021 (as amended,
modified and waived from time to time, the ’’Registration Agreement’’), among Adamas One Corp., a Nevada corporation (the “Company”),
and the other persons named as parties therein (including pursuant to other Joinders). Capitalized terms used herein have the meaning
set forth in the Registration Agreement.


 


By
executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of, the Registration Agreement as a Holder in the same manner as if the undersigned were an original signatory to
the Registration Agreement, and the undersigned will be deemed for all purposes to be a Holder, an [Investor] and the undersigned’s
_____ shares of Common Equity will be deemed for all purposes to be an Investor Registrable Securities under the Registration
Agreement.


 


Accordingly,
the undersigned has executed and delivered this Joinder as of the 11 day of May, 2021.


 


	 	/s/
    Stacy L. Giunta TTEE 
	 	Signature
	 	 
	 	Stacy
    L. Giunta TTEE for Stacy L. Giunta Revocable Trust
	 	Print
    Name
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Agreed
    and Accepted as of	 
	May
    11, 2021:	 
	 	 
	ADAMAS
    ONE CORP.	 
	 	 
	By:
    /s/ John G. Grdina	 	 
	Its:
    CEO	 	 





B-1