0001615774-16-005964 Sample Contracts

AMEMDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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”.

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AMENDED AND RESTATED SECURITY AGREEMENT
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”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 17th, 2016 • Atomera Inc • Semiconductors & related devices • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on February 23, 2016 (“Effective Date”) by and between Atomera Incorporated., a Delaware corporation (“Company”), and Frank Laurencio (“Executive”).

CONSENT AND AMENDMENT AGREEMENT
Consent 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).

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