Exhibit
10.33


 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ROUNDTABLE
RESEARCH AGREEMENT


 


THIS
AGREEMENT effective this 16 day of June, 2016, by and between NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) and
the REGENTS OF THE UNIVERSITY OF MICHIGAN, a non-profit educational institution of the State of Michigan (hereinafter “University”).


 


WHEREAS,
the research program contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor, will further
the instructional and research objectives of University in a manner consistent with its status as a non-profit, tax-exempt, educational
institution, and may derive benefits for both Sponsor and University through inventions, improvements, and discoveries;


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto agree to the following:


 


ARTICLE
1- DEFINITIONS


 


As
used herein, the following terms shall have the following meanings:


 


1.1
“Project” shall mean the research project described in ORSP 16-PAF00781 and ORSP 16-PAF03598, both under the direction
of Stephen Forrest as Project Director and both entitled “Low-Cost and High-Efficiency Thin-Film GaAs Solar Cells for Building
Integrated and Building Applied Photovoltaics” attached hereto as Appendix A.


 


1.2
“Contract Period” is from August 1, 2015, through July 31, 2016, unless earlier terminated pursuant to this Agreement.
The parties may agree to extend the Project into years 2 and 3 pursuant to Appendix A by entering into a modification pursuant
to Article 13 hereof.


 


1.3
“Copyrightable Material” shall mean any material or other property that is or may be copyrightable or otherwise protectable
under Title 17 of the United States Code.


 


1.4
“Invention” shall mean any discovery that is or may be patentable or otherwise protectable under Title 35 of the United
States Code.


 




    	 	1	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



1.5
“Project Intellectual Property” shall mean all Copyrightable Material, Inventions, trade secrets, data, computer software,
and know-how conceived or made in the performance of the Project.


 


1.6
“University Project Intellectual Property” shall mean all Project Intellectual Property made by University personnel.


 


1.7
“Sponsor Project Intellectual Property” shall mean all Project Intellectual Property made by Sponsor personnel without
the use of University facilities, resources, equipment or funds.


 


1.8
“Joint Project Intellectual Property” shall mean all Project Intellectual Property made jointly by University personnel
and Sponsor personnel, or made solely by Sponsor personnel using University facilities, resources, equipment or funds..


 


ARTICLE
2 - RESEARCH WORK


 


2.1
University and Sponsor shall use reasonable efforts to perform and complete the Project in accordance with the terms and conditions
of this Agreement.


 


2.2
University shall not knowingly incorporate or utilize in the performance of the Project any third party intellectual property
that would affect any rights granted to Sponsor hereunder.


 


2.3
In the event that the Project Director becomes unable or unwilling to continue Project, and a mutually acceptable substitute is
not available, each of University or and Sponsor shall have the option to terminate the Project upon written notice.


 


2.4
University represents that neither the University nor the Project Director has any agreement with any third party that would prevent
it/him from fulfilling obligations or granting rights to Sponsor as provided in this Agreement.


 


ARTICLE
3 - REPORTS AND CONFERENCES


 


3.1
Sponsor shall be given access to data from the Project as it is collected. Written program reports shall be provided by University
to Sponsor monthly and a final report shall be submitted by University to Sponsor upon completion of the testing described in
the Project.


 


3.2
During the term of this Agreement, representatives of University shall meet with representatives of Sponsor upon reasonable request
at times and places mutually agreed upon to discuss the progress and results as well as ongoing plans, or changes therein, of
the Project to be performed hereunder.


 




    	 	2	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ARTICLE
4 - COSTS, BILLINGS, AND OTHER SUPPORT


 


4.1
It is agreed that total costs to Sponsor hereunder shall not exceed One Hundred Thousand Dollars ($100,000.00) as described in
Appendix A. University may rebudget within this total as reasonable and necessary.


 


4.2
University acknowledges that Sponsor has already paid Sixty-Seven Thousand Five Hundred Seventy-One and 49/100 Dollars ($67,571.49)
of this total cost, and Sponsor acknowledges that University has already incurred actual charges and invoiced Sponsor in the amount
of Sixty-Seven Thousand Five Hundred Seventy-One and 49/100 Dollars ($67,571.49). For year 1 only, Sponsor
shall make payment of Twenty-Five Thousand and 00/100 ($25,000.00) within thirty (30) days of the execution of this Agreement
(“Advance Payment”). For year 1 only, University shall provide Sponsor with an itemized invoice for actual charges for
the entire year within sixty (60) days of the end of year one of the Contract Period. Sponsor shall promptly pay the year one
invoice amount. Thereafter, this Agreement is anticipated to be extended for two (2) years by amendment (“Anticipated Amendment”).
For years two and three, Sponsor shall pay in advance promptly upon full execution of the Anticipated Amendment, one quarter of
the annual agreed to cost (“Advance Payment”). On or as near the first day of each calendar quarter thereafter, University
shall provide Sponsor with an itemized invoice for the prior calendar quarter for actual charges incurred by the University. University
shall deduct that amount of the invoice from the Advance Payment. Upon receipt of invoice, Sponsor shall pay invoiced amount so
as to bring the Advance Payment held by University back to the level of one quarter of the annual agreed to cost. Any portion
of the Advance Payment that has not been used for actual charges incurred by the University during the Contract Period shall be
returned to Sponsor within sixty (60) days.


 


4.3
University shall retain title to any equipment purchased with funds provided by Sponsor under this Agreement. Equipment so purchased
shall be described generally in monthly reports and itemized specifically in each invoice submitted by University to Sponsor pursuant
to Section 4.1.


 


4.4
In the event of early termination of the Project by Sponsor pursuant to this Agreement, Sponsor shall pay all costs accrued by
University as of the date of termination, including non-cancelable obligations, which shall include all non-cancelable contracts
and fellowships or postdoctoral associate appointments called for in Project, incurred prior to the date of notice of termination.
After non-early termination, any obligation of Sponsor for fellowships or postdoctoral associates shall end. University shall
use its best efforts to terminate cancelable obligations and mitigate non-cancelable obligations upon notice of termination.


 




    	 	3	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ARTICLE
5 - PUBLICITY


 


Sponsor
will not use the name of University, nor of any member of University’s Project staff, in any publicity, advertising or news release
without the prior written approval of an authorized representative of University. University will not use the name of Sponsor,
or any employee of Sponsor, in any publicity, advertising or news release without the prior written approval of an authorized
representative of Sponsor. Nothing herein shall restrict either party’s right to disclose the existence of this Agreement, the
identity of the parties, or the nature and scope of the Project. University’s authorized representative for purposes of this approval
is the Director of Research Administration or his designee; Sponsor’s authorized representative for purposes of this approval
shall be any corporate officer of Sponsor.


 


ARTICLE
6 - PUBLICATIONS


 


Sponsor
recognizes that under University policy, the results of the Project must be available for publication and agrees that researchers
engaged in Project shall be permitted to present at symposia, national, or regional professional meetings, and to publish in journals,
theses or dissertations, or otherwise of their own choosing, methods and results of the Project, provided, however, that Sponsor
shall have been furnished copies of any proposed publication or presentation for review at least one month in advance of the submission
of such proposed publication or presentation to a journal, editor, or other third party. Sponsor shall have one month after receipt
of said copies, to object to such proposed presentation or proposed publication because there is patentable subject matter that
needs protection or because Confidential Information disclosed pursuant to Article 14, below, is contained therein. In the event
that Sponsor makes such objection, said researcher(s) shall refrain from making such publication or presentation for a maximum
of four months from date of receipt of such objection in order for University to file patent application(s) with the United States
Patent and Trademark Office or foreign patent office(s) directed to the patentable subject matter contained in the proposed publication
or presentation. University shall comply with Sponsor’s request to delete Confidential Information from any such proposed publication
or presentation.


 




    	 	4	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ARTICLE
7 - INTELLECTUAL PROPERTY


 


7.1
Title to any Inventions first conceived and reduced to practice by University personnel in the performance of the work funded
under this Agreement shall vest in University. All such Inventions and any patents or patent applications relating thereto will,
upon creation, automatically be included within the “Patent Rights” exclusively licensed to Sponsor under the Amended
License Agreement by and among Princeton University, the University of Southern California, the Regents of the University of Michigan,
and Global Photonic Energy Corporation and all existing and subsequent amendments thereto (“Amended License Agreement”).


 


7.2
University shall promptly provide a complete written disclosure for each and every Invention first conceived and reduced to practice
in the performance of the work funded under this Agreement. All such Inventions shall automatically become subject to the Amended
License Agreement. University shall provide timely input for the preparation and filing of intellectual property protection for
Invention disclosures made to Sponsor under this Agreement.


 


7.3
Title to any Inventions first conceived jointly by personnel from University and Sponsor shall vest jointly in the names of University
and Sponsor as appropriate, and shall be subject to the Amended License Agreement.


 


7.4
Ownership. All rights, title and interest to University Project Intellectual Property shall belong to University. All rights,
title and interest to Sponsor Project Intellectual Property shall belong to Sponsor. All rights, title and interest to Joint Project


 


Intellectual
Property shall belong jointly to University and Sponsor. Determination of inventorship of Project Intellectual Property shall
be made in accordance with the rules of inventorship under United States patent law.


 


7.5
Notification. University will notify Sponsor in writing of any University Project Intellectual Property or Joint Project
Intellectual Property after a written invention disclosure is received by the University of Michigan Office of Technology Transfer.
Sponsor will notify University in writing of any Joint Project Intellectual Property promptly after it receives a written disclosure
thereof.


 


7.6
Joint Project Intellectual Property. If Sponsor does not exclusively license University’s interests in any Joint Project
Intellectual Property, the parties shall upon the request of either party, negotiate in good faith to reach agreement on the joint
management of such Joint Project Intellectual Property, including the patenting and commercialization thereof. In the absence
of the parties entering into such an agreement, each party may exploit or license its own interest in the Joint Project Intellectual
Property without accounting to the other and either may apply for patent protection, provided that all such applications must
be joint and the filing party will bear all costs and will include the non-filing party on all communications with the patent
office.


 


7.7
No Rights Granted in Pre-existing or Other Intellectual Property. Nothing contained in this Agreement shall be deemed by
implication, estoppel or otherwise to grant Sponsor any rights in any Inventions, Copyrightable Material, improvements, discoveries,
trade secrets, data or know-how conceived or made (a) prior to the effective date of this Agreement which are owned or controlled
by University and may be used in the performance of the Project or (b) after the effective date of this Agreement and not made
in the performance of the Project except as otherwise provided in the applicable Sponsored Research Agreements under the Amended
License Agreement.


 




    	 	5	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ARTICLE
8 - TERM AND TERMINATION


 


8.1
This Agreement shall become effective upon the date first written above and shall continue in effect for the full duration of
the Contract Period. The parties hereto may, however, extend the term of this Agreement for additional periods as desired under
mutually agreeable terms and conditions that the parties reduce to writing and sign. Either party may terminate this agreement
upon thirty (30) days prior written notice to the other.


 


8.2
In the event that either party commits any material breach of or default in any of the terms or conditions of this Agreement,
and fails to remedy such default or breach within ninety (90) days after receipt of written notice thereof from the other party,
the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate
this Agreement by sending notice of termination in writing to the other party. Such termination shall be effective as of the date
of the receipt of such notice.


 


8.3
No termination of this Agreement, however effectuated, shall release the parties from their rights and obligations accrued prior
to the effective date of termination.


 


ARTICLE
9 - INDEPENDENT CONTRACTOR


 


9.1
University shall be deemed to be and shall be an independent contractor and as such University shall not be entitled to any benefits
applicable to employees of Sponsor.


 


9.2
Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter
into any contract, warranty or representation as to any matter. Neither shall be bound by the acts or conduct of the other.


 


ARTICLE
10 - INSURANCE AND INDEMNIFICATION


 


10.1
University warrants and represents that University has adequate liability insurance, such protection being applicable to officers,
employees, and agents while acting within the scope of their employment by University. University has no liability insurance policy
as such that can extend protection to any other person.


 


10.2
Each party hereby assumes any and all risks of bodily injury, including death and property damage attributable to the negligent
acts or omissions of that party and the officers, employees, and agents thereof.


 






    	 	6	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



10.3
Sponsor understands that the University is an educational institution created under Article 8, Section 5 of the Michigan Constitution
and operated pursuant to authority conferred by the State of Michigan. As a state institution the University is prohibited from
lending the credit of the state pursuant to Article 9 of the Michigan Constitution. Sponsor acknowledges that this Agreement does
not confer upon Sponsor any right of claim of indemnification by the University, either express or implied.


 


ARTICLE
11- GOVERNING LAW


 


This
Agreement shall be governed and construed in accordance with the laws of the State of Michigan without reference to such state’s
conflicts of laws principles.


 


ARTICLE
12 - ASSIGNMENT


 


12.1
Except as provided in Section 12.2, this Agreement shall not be assigned by either party without the prior written consent of
the other party, which will not be unreasonably withheld.


 


12.2
This Agreement is assignable to any division of Sponsor, any majority stockholder of Sponsor, or any subsidiary of Sponsor in
which fifty-one percent of the outstanding stock is owned by Sponsor and to any purchaser of all or substantially all of Sponsor’s
assets relating to the subject matter of this Agreement; provided, that, Sponsor provides written notice of such assignment or
sale to University and the assignee or buyer agrees to assume the obligations of Sponsor hereunder.


 


ARTICLE
13 - AGREEMENT MODIFICATION


 


Any
agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and signed by
the authorized representatives of the parties hereto.


 


ARTICLE
14 - CONFIDENTIALITY


 


14.1
University and Sponsor agree to use the confidential and proprietary information and data acquired from each other and identified
as such at the time of disclosure (“Confidential Information”) only in the performance of the Project and as otherwise
contemplated under this Agreement and not to disclose to any third party, during the period of this Agreement and for a period
of five (5) years thereafter, any such Confidential Information of the other party. Confidential Information shall be disclosed
in writing or, if disclosed orally, reduced to writing within ten (10) business days of disclosure.


 




    	 	7	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



14.2
The obligation to protect Confidential Information shall not apply to any information that: (i) is or becomes a part of the public
domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure
and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed
to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party
without reference to the other party’s Confidential Information; (v) is released with written consent of the disclosing party;
or (vi) is disclosed by operation of law, provided, however, that the non-disclosing party be given an opportunity to oppose such
disclosure.


 


ARTICLE
15 - NOTICES


 


Notices
hereunder shall be deemed made upon receipt if given by registered or certified mail, postage prepaid, or sent via nationally
recognized overnight courier, and addressed to the party to receive such notice at the address given below, or such other address
as may hereafter be designated by notice in writing:


 


	If
    to Sponsor:	Nanoflex
    Power Corporation
	 	17207
    N. Perimeter Drive, Suite 210
	 	Scottsdale,
    AZ 85255
	 	ATTN:
    Mark Tobin
	 	 
	If
    to University:	University
    of Michigan
	 	Office
    of Research and Sponsored Projects
	 	3003
    S. State St., 1st Floor Ann Arbor, MI 48109-1274


 




    	 	8	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



ARTICLE
16 - CONFLICT OF INTEREST


 


This
research is subject to a conflict of interest management plan due to the involvement of University employees with the Sponsor.
Sponsor agrees to cooperate with the University in complying with the management plan as requested.


 





	AGREED
    TO:	 	AGREED
    TO:
	 	 	 
	NANOFLEX
    POWER CORPORATION	 	THE
    REGENTS OF THE
	 	 	 	UNIVERSITY
    OF MICHIGAN
	 	 	 	 	 
	By:	/s/
    Mark Tobin	 	By:	/s/
    Peter J. Gerard
	Name
    (Printed):	Mark
    Tobin	 	Name
    (Printed):	Peter
    J. Gerard
	Title:	Chief
    Financial Officer	 	 Title:	Associate
    Director
	 	 	 	 	Grants
    and Contracts


 






    	 	9	 



     

    

 


 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



Appendix
A


 16-PAFOO781


 


Low-cost
and high-efficiency thin-film GaAs solar cells for building integrated and building applied photovoltaics


 


Principal
Investigator:

Prof. Stephen Forrest, PhD

University of Michigan

2237 EECS, 1301 Beal Avenue

Ann Arbor, MI 48109

stevefor@umich.edu


 


Project
Description:


 


NanoFlex
Power Corporation, in cooperation with its partner at the University of Michigan (UM, Prof. Stephen Forrest), has created a transformation
in the cost of thin-film single junction GaAs cells using a non-destructive epitaxial lift-off process (ND-ELO) that allows for
the virtually unlimited reuse of the original GaAs substrate. Importantly, the UM team has demonstrated the ability of ND-ELO
to eliminate the expensive and time consuming conventional ELO steps of an intermediate “handle” that is used to grasp
the wafer during the lift-off process, and then transfer the active layers for gluing to its final host substrate. Furthermore,
ND-ELO completely eliminates the highly problematic cost-intensive and destructive chemo-mechanical polishing of the parent wafer
to prepare it for re-use. The ND-ELO process bonds the highly flexible active solar layers directly to the host Kapton substrate
without brittle adhesives, resulting in a lighter and truly flexible device. Furthermore, our team has developed early stage GaAs
prototypes utilizing the ND-ELO processing cost breakthrough in combination with integrated lightweight, very low profile
(-2 cm high) mini-parabolic concentrators, which do not require active solar tracking. Our technology and processes have shown
strong promise and potentially lead to a transformational change in the cost of GaAs solar films. Specifically, these cost breakthroughs
enable entry into terrestrial applications that are not well-served by Silicon-based photovoltaics.


 


During
the proposed project, our ND-ELO process will be validated by visiting scholars from NanoFlex Power Corporation, supervised by
Prof. Stephen Forrest, Validation will be achieved by fabricating solar cells after multiple cycles of ND-ELO, and ensuring that
the cycle-to-cycle performance variation differs by no more than 10% throughout the process.


 




     

     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



Low-Cost
and High Efficiency Thin-Film GaAs Solar Cells for Building Integrated and Building Applied Photovoltaics


 


Prof.
S. Forrest


 


 


	 	 	Total	 
	Expense Category	 	8/1/2015 - 7/31/2016	 
	 	 	 	 
	Materials and Supplies	 	 	10,580	 
	LNF Laboratory Expense	 	 	12,000	 
	 	 	 	 	 
	Total Direct Costs	 	 	22,580	 
	Total Modified Direct Costs	 	 	22,580	 
	Total Indirect Costs @ 55.0% effective 7/1/15	 	 	12,419	 
	Total Costs	 	 	34,999	 



 


FIRM
FIXED PRICE QUOTE


 




     

     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 



Appendix
A


 16-PAFO3598


 


GaAs
Project Support


 


Principal
Investigator:

Prof. Stephen Forrest, PhD

University of Michigan

2237 EECS, 1301 Beal Avenue

Ann Arbor, MI 48109

stevefor@umich.edu


 


Project
Description:


 


NanoFlex
Power Corporation, in cooperation with its partner at the University of Michigan (UM, Prof. Stephen Forrest), has created a transformation
in the cost of thin-film single junction GaAs cells using a non-destructive epitaxial lift-off process (ND-ELO) that allows for
the virtually unlimited reuse of the original GaAs substrate. Importantly, the UM team has demonstrated the ability of ND-ELO
to eliminate the expensive and time consuming conventional ELO steps of an intermediate “handle” that is used to grasp
the wafer during the lift-off process, and then transfer the active layers for gluing to its final host substrate. Furthermore,
ND-ELO completely eliminates the highly problematic cost-intensive and destructive chemo-mechanical polishing of the parent wafer
to prepare it for re-use. The ND-ELO process bonds the highly flexible active solar layers directly to the host Kapton substrate
without brittle adhesives, resulting in a lighter and truly flexible device. Furthermore, our team has developed early stage GaAs
prototypes utilizing the ND-ELO processing cost breakthrough in combination with integrated lightweight, very low profile
(-2 cm high) mini-parabolic concentrators, which do not require active solar tracking. Our technology and processes have shown
strong promise and potentially lead to a transformational change in the cost of GaAs solar films. Specifically, these cost breakthroughs
enable entry into terrestrial applications that are not well-served by Silicon-based photovoltaics.


 


During
the proposed project, our ND-ELO process will be validated by UM personnel alongside visiting scholars from NanoFlex
Power Corporation, supervised by Prof. Stephen Forrest, Validation will be achieved by fabricating solar cells after multiple
cycles of ND-ELO, and ensuring that the cycle-to-cycle performance variation differs by no more than 10% throughout the process.


 









    	 	1	 



     

    

 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 


NanoFlex
Power Corporation – GaAs Research and Development


 


Budget


 


	 	 	Year
    1	 	 	Year
    2	 	 	Year
    3	 	 	Total	 
	Expense
    Category	 	8/1/15
    – 7/31/16	 	 	8/1/16
    – 7/31/17	 	 	8/1/17
    – 7/31/18	 	 	8/1/15
    – 7/31/16	 
	Salary	 	 	 	 	 	 	 	 	 	 	 	 
	Postdoctoral
    Research Fellow	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***,
    Calendar Year	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Administrative
    Assistant	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	***,
    Calendar Year	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Graduate
    Student Research Assistant	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	1
    @ ***, Full Year	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal
    Salaries and Wages	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	Staff
    Benefits @ 25%	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	SUBTOTAL
    SALARIES AND BENEFITS	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Materials
    and Supplies	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LNF
    Laboratory Usage	 	 	***	 	 	 	***	 	 	 	***	 	 	 	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
    Direct Costs UM	 	 	41,936	 	 	 	64,516	 	 	 	64,516	 	 	 	710,968	 
	Total
    Modified Direct Costs 	 	 	41,936	 	 	 	64,516	 	 	 	64,516	 	 	 	710,968	 
	Total
    Indirect Costs @ 55.0%	 	 	23,065	 	 	 	35,484	 	 	 	35,484	 	 	 	94,033	 
	Total
    Costs	 	 	65,001	 	 	 	100,000	 	 	 	100,000	 	 	 	265,001	 


 


Budget
Justification


 


Salaries:
Salary support is being requested for one postdoctoral researcher at *** of his calendar year salary, (currently *** ) for
year 1. Support is also requested for one doctoral student (GSRA) at the standard 50% appointment level (currently *** per month)
for yer 1. Current University of Michigan graduate student salary rates can be found at: http://orsp.umich.edu/proposals/students/gsra.html.
Salaries and wages are based upon University established rates that are comparable to others doing similar research both within
and outside the University or Private Industry. An annual increment (3%) has been included each September in accordance with University
of Michigan practice.


  


Support
is also requested for administrative support at *** of a calendar year salary (currently at *** ) to provide dedicated support
required to coordinate this collaboration. Support will be provided to facilitate planning and processing meetings, travel arrangements,
executing patent paperwork, maintaining detailed financial information as well as compiling and providing information for requirements.


 


Fringe
Benefits: Fringe benefits were estimated at 25%. These estimates are based on the experience of the Solid-State Electronics
Laboratory and the University. Actual rates will be based on the selection of benefits by personnel assigned to the project. Rates
can also be found at: http://orsp.umich.edu/staff-fringe-benefits.


 



    	 	2	 



     

    




 







Note:
Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the
Securities and Exchange Commission. Each omission has been marked with an ***.





 


Materials
and Supplies: The supplies category includes funds for items such as specific lab supplies, telephone tolls, freight,
and communication charges necessary to the project and dissemination of results, such as copy charges for preparation of technical
presentations, posters, reports and photographic images. These expenses would relate directly to the research subject and would
be used solely to benefit the project. Lab supplies include host and dopant material sets described in detail in the technical
volume. Processing and testing supplies include solvents, liquid nitrogen, tweezers, wafer carriers, sample boxes, etc. used for
processing, as well as electrical components, breadboards, PCBs, cables, connectors, etc. used for testing.


 


Laboratory
- Access and usage charges for the University of Michigan’s Lurie Nanofabrication Facility (LNF) are estimated at an average
of *** for year 1, ***for year 2 and *** for year 3, based on our past experience. Within each year, it is expected that actual
costs will be significantly higher in certain periods and lower in others. Information and rate schedules are provided at the
following website: http ://www. lnfumi ch. edu/.


 


Indirect
Cost: The indirect cost rate (Facilities and Administrative Cost Rate) is 55.0% as negotiated with the Department of Health
and Human Services (DHHS) effective July 1, 2015. The current indirect cost rate can be found at the following web site: http://orsp
..umich . edu/propo sal s/budgets/ind irect co sts. html 


 


 3