ATOMERA INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2016 • Atomera Inc • Semiconductors & related devices • New York
The undersigned, Atomera Incorporated (f/k/a Mears Technologies, Inc.), a company formed under the laws of the Delaware (“Company”), hereby confirms its agreement with National Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2019 • Atomera Inc • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2019, between Atomera Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractUnderwriter Warrant • September 19th, 2016 • Atomera Inc • Semiconductors & related devices • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2021 • Atomera Inc • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on January 26, 2021, to be effective on December 30, 2020 (“Effective Date”) by and between Atomera Incorporated, a Delaware corporation (“Company”), and Scott A. Bibaud (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2015 (the “Effective Date”), is by and among Mears Technologies, Inc., a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 1, 2016 by and among Atomera Incorporated, a Delaware corporation (the “Company”), and the persons listed on Schedule A hereto, referred to individually as the “Holder” and collectively as the “Holders”.
SECURITY AGREEMENTSecurity Agreement • December 21st, 2015 • Mears Technologies Inc • Semiconductors & related devices • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 17, 2015, is made by and among Mears Technologies, Inc., a Delaware corporation (the “Grantor”), Robert Clifford, as the Collateral Agent, and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement for Investors • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 17, 2015 by and among Mears Technologies, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Holder” and collectively as the “Holders”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on October 16, 2015 (“Effective Date”) by and between Mears Technologies, Inc., a Delaware corporation (“Company”), and Scott A. Bibaud (“Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of February 26, 2016 by and between Atomera Incorporated, a Delaware corporation formerly known as Mears Technologies, Inc. (“Company”), and Scott A. Bibaud (“Executive”).
ATOMERA INCORPORATED 1,760,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTAtomera Incorporated • May 13th, 2020 • Atomera Inc • Semiconductors & related devices • New York
Atomera Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to National Securities Corporation (the “Underwriter”), an aggregate of 1,760,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriter, up to 264,000 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-234382) (the Firm Shares and the Additional Shares being collectively called the “Shares”).
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Massachusetts
This Exclusive License and Collaboration Agreement (“Agreement”) is made and entered into this 3rd day of March, 2010 (the “Effective Date”), by and between Mears Technologies, Inc., a Delaware corporation with its principal offices at 1100 Winter Street, Suite 4700, Waltham, MA 02451 (“Licensor”) and K2 Energy Limited, a corporation with its principal offices at Level 2, 27 Macquarie Place, Sydney NSW 2000, Australia (“Licensee”).
SECOND AMENDMENT TO LEASELease • February 19th, 2021 • Atomera Inc • Semiconductors & related devices
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of the 19th day of August, 2020 by and between 750 UNIVERSITY, LLC, a California limited liability company ("Landlord") and ATOMERA INCORPORATED, a Delaware corporation ("Tenant").
MEARS TECHNOLOGIES, INC. AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Delaware
This Agreement dated as of November 14, 2011 is entered into by and among MEARS Technologies, Inc., a Delaware corporation (the “Company”), and the parties that have executed a counterpart signature page hereto (the “Stockholders”).
Re: Engagement Agreement for Strategic Consulting ServicesLetter Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • California
This letter agreement (the “Agreement”) confirms the terms and conditions pursuant to which Liquid Patent Consulting, LLC (“Consultant”) will provide certain strategic, and intellectual property advisory services to Mears Technologies the “Company”) (the “Engagement”).
ATOMERA INCORPORATED $50,000,000 COMMON STOCK EQUITY DISTRIBUTION AGREEMENTAtomera Inc • May 31st, 2022 • Semiconductors & related devices • New York
Atomera Incorporated, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. and Craig-Hallum Capital Group LLC, as follows:
ALLONGE TO SECURED PROMISSORY NOTESecured Promissory Note • December 21st, 2015 • Mears Technologies Inc • Semiconductors & related devices • Massachusetts
This Allonge dated as of December 4, 2015 (the “Allonge”) to that certain Secured Promissory Note dated January 14, 2005 (the “Note”) is made and entered into by and between MEARS Technologies, Inc. (the “Payee”) and Robert J. Mears (the “Maker”). Capitalized terms used but not defined herein shall have the meaning set forth in the Note.
Form of] RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 29th, 2016 • Atomera Inc • Semiconductors & related devices • California
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is entered into on July __, 2016 by and between Atomera Incorporated a Delaware corporation (the “Company”), and _____ (the “Recipient”).
FIRST AMENDMENT TO LEASELease • March 6th, 2018 • Atomera Inc • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made as of the 19th day of December, 2017 by and between 750 UNIVERSITY, LLC, a California limited liability company ("Landlord") and ATOMERA INCORPORATED, a Delaware corporation ("Tenant").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), is by and among Atomera Incorporated, a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
ACN 106 609 143 Mr John Gerber Chairman Mears Technologies Inc.Atomera Inc • June 30th, 2016 • Semiconductors & related devices
ATOMERA INCORPORATED EQUITY DISTRIBUTION AGREEMENTAtomera Incorporated Equity Distribution Agreement • September 2nd, 2020 • Atomera Inc • Semiconductors & related devices • New York
AMEMDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAmemded and Restated Registration Rights Agreement • June 17th, 2016 • Atomera Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 1, 2016, by and among Atomera Incorporated, a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, which persons are the holders of certain warrants (the “Warrants”) to purchase Common Stock, issued by the Company in connection with certain offerings of convertible notes and the provision of strategic advisory services, referred to individually as the “Holder” and collectively as the “Holders”.
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • June 17th, 2016 • Atomera Inc • Semiconductors & related devices • New York
This CONSENT AND AMENDMENT AGREEMENT (this “Agreement”), dated as of April 1, 2016, is by and among Atomera Incorporated (f/k/a Mears Technologies, Inc.), a Delaware corporation (the “Company”), and the other Persons party hereto. Capitalized terms used, but not defined, herein shall have the same meaning ascribed to such terms in the 2015 Convertible Notes (as defined below).
Re: Engagement AgreementLetter Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York
This letter agreement (the “Agreement”) confirms the terms and conditions that will govern Mears Technologies (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”) engagement (the “Engagement”) of National Securities Corporation (“NSC”), a Washington corporation affiliated with Liquid Venture Partners, LLC (“Liquid”); a Delaware limited liability company whose broker dealer activities are offered through NSC. As set forth below, the Company hereby engages NSC as the Company's exclusive underwriter, and potentially placement agent, in connection with an offering or series of offerings of Company securities. Hereafter, unless designated separately, NCS shall refer to both NSC and Liquid collectively.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Massachusetts
This Pledge and Security Agreement (the “Pledge”) is made as of January 14, 2005, between Robert J. Mears, of Wellesley, Massachusetts (the “Borrower”) and RJ Mears, LLC, a Delaware limited liability company (the “Lender”).
May 28, 2019Letter Agreement • May 29th, 2019 • Atomera Inc • Semiconductors & related devices • New York
LICENSE AGREEMENTLicense Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices
THIS AGREEMENT (the “Agreement”) is entered into this 22nd day of December, 2006 (the “Effective Date”), by and among RJ Mears LLC, a Delaware limited liability company with a principal place of business at 1100 Winter Street, Suite 4700, Waltham, Massachusetts, 02451 (“Mears”), ASM America, Inc. (“ASM America”), a Delaware corporation with a principal place of business at 3440 East University Drive, Phoenix, Arizona, 85034, and ASM International, N.V. (“ASM International”), a Netherlands corporation with a principal place of business at Jan van Eycklaan 10, 3723 BC Bilthoven, Netherlands. ASM America, ASM International and their Affiliates (as defined below) are collectively referred to as “ASM.” Mears and its Affiliates (as defined below) are collectively referred to as “Mears.” Mears and ASM are collectively referred to as the “Parties.”
ASSIGNMENT OF PATENT RIGHTSAssignment of Patent Rights • December 21st, 2015 • Mears Technologies Inc • Semiconductors & related devices
This Assignment of Patent Rights (“Patent Assignment”) is made and entered into this 3rd day of April, 2009 (the “Effective Date”) by and between Robert Joseph Mears of 12 High Meadow Circle, Wellesley, Massachusetts 02482 (“Assignor”) and Mears Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, and having a usual place of business at 1100 Winter Street, Suite 4700, Waltham, Massachusetts 02451 (“Assignee”).
ATOMERA INCORPORATED UNDERWRITING AGREEMENT 2,625,000 Shares of Common StockAtomera Incorporated • October 11th, 2018 • Atomera Inc • Semiconductors & related devices • New York
Atomera Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of 2,625,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) 393,750 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • June 17th, 2016 • Atomera Inc • Semiconductors & related devices • New York
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of April 1, 2016, is made by and among Atomera Incorporated, a Delaware corporation (the “Grantor”), Robert Clifford, as the Collateral Agent, and the secured parties listed on Schedule A annexed hereto (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
