Exhibit 10.12


 


FORM
OF LOCK-UP AGREEMENT


 


_______________,
2022


 


Alexander
Capital, L.P. 


17
State Street 


New
York, New York 10004


 


Re:
Adamas One Corp.—Public Offering


 


Ladies
and Gentlemen:


 


The
undersigned, an officer, director and/or holder of common stock (the “Common Stock”), or rights to acquire shares
of Common Stock (the “Shares”), of Adamas One Corp., a Nevada corporation (the “Company”), understands
that you are the representative (the “Representative”) of the several underwriters, if any (collectively, the “Underwriters”),
named or to be named in the final form of Schedule I to the underwriting agreement (the “Underwriting Agreement”)
to be entered into among the Underwriters and the Company, providing for the public offering (the “Public Offering”)
of securities of the Company (the “Securities”) pursuant to a registration statement filed or to be filed (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.


 


In
consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of
the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees,
for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative,
the undersigned will not, during the period commencing on the date of this Lock-Up Agreement and continuing and including the date that
is one-hundred and eighty (180) days after the closing of the Public Offering (the “Lock-Up Period”), directly or
indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of (each a “Transfer”)
any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put
equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security
(in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other
transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security,
whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration,
or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Share,
any warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable
for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date
of closing of the Public Offering or acquired by the undersigned during the Lock-Up Period.


 


The
restrictions in the foregoing paragraph shall not apply to: (a) any exercise (including a cashless exercise or broker-assisted exercise
and payment of tax obligations) of options or warrants to purchase Shares; provided that any Shares received upon such exercise, conversion
or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange
Act for the transfer of Shares (a “Trading Plan”); provided that: (i) the Trading Plan shall not provide for or permit
any transfers, sales or other dispositions of Shares during the Lock-Up Period, and (ii) the Trading Plan would not require any filing
under Section 16(a) of the Exchange Act and no such filing is voluntarily made, or (c) any transfer of Shares acquired in open market
transactions following the closing of the Public Offering, provided the transfer would not require any filing under Section 16(a) of
the Exchange Act and no such filing is voluntarily made.




     


     


    

Lock-Up
Agreement 


Page
2 of 4


 



In
addition, the undersigned further agrees that, except for the Registration Statement, during the Lock-Up Period, the undersigned will
not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC of any registration
statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each
case with respect to any proposed offering or sale of a Relevant Security beneficially owned by the undersigned, or (b) exercise any
rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security beneficially
owned by the undersigned.


 


In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause the transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a
violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record
owner, agrees that during the Lock-Up Period it will use its reasonable best efforts to cause the record owner to authorize the Company
to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records
relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.


 


Notwithstanding
the foregoing or anything contained herein to the contrary, the undersigned may transfer the undersigned’s Relevant Securities: 


	 	 	 
	 	(i)	as
    a bona fide gift or gifts;
	 	 	 
	 	(ii)	to
    any trust, partnership, limited liability company or other legal entity commonly used for estate planning purposes which is established
    for the direct or indirect benefit of the undersigned or a member or members of the immediate family of the undersigned;
	 	 	 
	 	(iii)	if
    the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (1) to another corporation,
    partnership, limited liability company, trust or other business entity that is a direct or indirect Affiliate (as defined in Rule
    405 under the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited liability company members
    or stockholders of the undersigned or holders of similar equity interests in the undersigned, or (3) in connection with a sale, merger
    or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken
    for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement; 
	 	 	 
	 	(iv)	if
    the undersigned is a trust, to the beneficiary of such trust;
	 	 	 
	 	(v)	by
    testate or intestate succession;
	 	 	 
	 	(vi)	by
    operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
	 	 	 
	 	(vii)	pursuant
    to the Underwriting Agreement; or
	 	 	 
	 	(viii)	to
    the Company solely in an amount necessary to satisfy tax obligations (withholding or otherwise) in connection with any grant of restricted
    Shares, exercise or vesting of options or warrants to purchase Shares;


 


provided,
in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing
with the Underwriters and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any
filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.




     


     


    

Lock-Up
Agreement 


Page
3 of 4



 


For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.


 


If
(x) during the last 17 days of the lock-up period, the Company issues an earnings release or other press release of material information
or a material event relating to the Company occurs or (y) prior to the expiration of the lock-up period, the Company announces that it
will release its earnings results during the 16-day period beginning on the last day of the restricted period, the lock-up period shall
be extended by, and the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of, the 18-day period
beginning on the issuance of the earnings or other press release or the occurrence of the material event. If the lock-up period is so
extended, the undersigned shall not engage in any transaction that may be restricted by this Lock-Up Agreement during the extended lock-up
period unless the undersigned requests and receives prior written confirmation from the Representative or the Company that the restrictions
imposed by this Lock-Up Agreement have expired.


 


If
the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the
effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representative
will notify the Company of the impending release or waiver and (ii) the Company has agreed in the Underwriting Agreement to announce
the impending release or waiver by press release through a major news service at least two business days before the effective date of
the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective
two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release
or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the
same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


The
undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting
Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.


 


The
undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to
be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.


 


This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.


 


[SIGNATURE
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Lock-Up
Agreement 


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	 	Very
    truly yours, 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name
    (printed):	 
	 	 	 
	 	Title
    (if applicable):	 
	 	 	 
	 	Entity
    (if applicable): 	 
	 	 	 	 


[SIGNATURE
PAGE TO LOCK-UP AGREMENT]