FORM OF Registration Rights AgreementRegistration Rights Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___, 2019, 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”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Exchange Shares and the persons or entities identified on Schedule 3 hereto holding Pre-Share Exchange Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
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.
Odyssey Semiconductor TECHNOLOGIES, Inc.Stock Option Award Agreement • November 15th, 2019 • Odyssey Semiconductor Technologies, Inc. • Delaware
Unless otherwise defined herein, the terms defined in the Odyssey Semiconductor Technologies, Inc. 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.
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.”
