FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
as of_______________________________ , 2021, among Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and [ ] (the “Placement Agent”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 8th, 2021 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”).
Form of Lock-Up AgreementLock-Up Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • Delaware
The undersigned understands that Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), has entered into a share exchange agreement, dated as of June 21, 2019 (as the same may be amended from time to time, the “Share Exchange Agreement”) with Odyssey Semiconductor, Inc., a Delaware corporation (“Odyssey”), and all of Odyssey’s stockholders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Share Exchange Agreement.
ContractConvertible Note Agreement • April 18th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
KATALYST SECURITIES LLCPlacement Agent Agreement • January 15th, 2020 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, as a non-exclusive placement agent (hereinafter referred to as “Placement Agent”), by Odyssey Semiconductor, Inc., a privately held Delaware corporation (the “Company”), to assist the Company in connection with the private placement of securities (“Securities”) for the Company and Odyssey Semiconductor Technologies, Inc., a privately held Delaware corporation (“Technologies”), which shall become the Company’s parent upon closing the contemplated share exchange, pursuant to which Technologies will occur 100% of the equity securities of the Company in exchange for 5,666,667 shares of common stock of Technologies (the “Share Exchange”). The Company seeks Katalyst to act as a non-exclusive Placement Agent to assist the Company with the private placement finan
SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note • March 14th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
This Note is one of secured convertible promissory notes (collectively, if multiple Notes are issued, the "Series Notes") issued by the Company to investors, in connection with that certain Subscription Agreement, dated as of even date herewith, with identical terms and on the same form as set forth herein (except that the holder, principal amount and date of issuance may differ in each Note). Capitalized terms not otherwise defined in this Note will have the meanings set forth in Section 3.1.
Odyssey Semiconductor TECHNOLOGIES, Inc. AMENDED AND RESTATED 2019 EQUITY COMPENSATION PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 29th, 2020 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
Unless otherwise defined herein, the terms defined in the Odyssey Semiconductor Technologies, Inc. Amended and Restated 2019 Equity Compensation Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”).
FORM OF SHARE EXCHANGE AGREEMENT among ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC., ODYSSEY SEMICONDUCTOR, INC. and THE STOCKHOLDERS OF ODYSSEY SEMICONDUCTOR, INC. Dated as of June 21, 2019 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 21, 2019, is by and among Odyssey Semiconductor Technologies, Inc., a Delaware corporation (“Technologies”), Odyssey Semiconductor, Inc., a Delaware corporation (“Odyssey”), and the stockholders of Odyssey identified on Exhibit A hereto (each, an “Odyssey Stockholder” and together the “Odyssey Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit B hereto.
March 8, 2024 Nina and John Edmunds 1998 Family Trust dated January 27, 1998 i/c/o John Edmunds, as trustee Address: [ ] Re: Letter Agreement re Cancellation of August 8, 2022 Convertible Note and Waiver of Claims Dear Mr. Edmunds,Letter Agreement • March 14th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
By execution and acknowledgment to this Letter Agreement (this “Agreement”), dated as of March 8, 2024, made and entered into by and among Nina and John Edmunds 1998 Family Trust dated January 27, 1998 (the “Edmunds Trust”) and Odyssey Semiconductor Technologies, Inc., a Delaware corporation (“Company”), the Edmunds Trust, as the holder (the “Holder”) of an outstanding $1,250,000 Company Convertible Note, issued by the Company to the Edmunds Trust on August 8, 2022 (the “Note” as set forth in Exhibit A hereto this Agreement), agrees to:
ContractConvertible Note • May 28th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
ContractNote Agreement • May 28th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
SECURED CONVERTIBLE PROMISSORY NOTE MODIFICATION AGREEMENTSecured Convertible Promissory Note Modification Agreement • January 6th, 2023 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
THIS SECURED PROMISSORY NOTE MODIFICATION AGREEMENT (“Modification”) is made and entered into on December 21, 2022 by and among Odyssey Semiconductor Technologies, Inc., a Delaware Corporation with offices at 9 Brown Road, Ithaca, NY 14850 (the “Company”) and Nina and John Edmunds 1998 Family Trust dated January 27, 1998 (the “Holder”).
Dated March 12, 2024 (“Effective Date”) Asset Purchase Agreement by and among Odyssey Semiconductor Technologies, Inc. Parent and Odyssey Semiconductor, Inc. Subsidiary of Parent and JR2J, LLC Subsidiary of Odyssey Semiconductor Inc. and...Asset Purchase Agreement • March 15th, 2024 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 12, 2024, by and among Odyssey Semiconductor Technologies, Inc., a Delaware corporation, (“Parent”), and Odyssey Semiconductor, Inc., a Delaware corporation, (Subsidiary of Parent), and JR2J, LLC, a Delaware Limited Liability Company (Subsidiary of Odyssey Semiconductor, Inc.) (“Subsidiary”), (Parent, Odyssey Semiconductor, Inc., and Subsidiary together, the “Seller”), on the one hand, and [***REDACTED***] (“Buyer”), on the other hand. For purposes of this Agreement, each of Seller, Parent, and Buyer is a “Party” and, collectively, constitute the “Parties.”
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • Delaware
This Indemnity Agreement (the “Agreement”), dated as of June 21, 2019, is entered into by and among Odyssey Semiconductor Technologies, Inc., a Delaware corporation (“Technologies”), Odyssey Semiconductor, Inc., a Delaware corporation (“Odyssey” and together with Technologies, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • New York
This Contribution Agreement (the “Agreement”) is made as of June 17, 2019, by and among Odyssey Semiconductor, Inc., a Delaware corporation (“Odyssey”), and Richard J. Brown and James R. Shealy (collectively, the “Transferors”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • January 6th, 2023 • Odyssey Semiconductor Technologies, Inc. • Semiconductors & related devices • Delaware
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 21st day of December, 2022, by and between Odyssey Semiconductor Technologies, Inc., a Delaware Corporation (the “Company”), and Nina and John Edmunds 1998 Family Trust dated January 27, 1998 (the “Subscriber”). Company and Subscriber may be collectively referred to for purposes of this Subscription Agreement as the “Parties”.
