Exhibit
10.10a 


Odyssey
Semiconductor TECHNOLOGIES, Inc.


2019
EQUITY COMPENSATION PLAN


STOCK
OPTION AWARD AGREEMENT


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”).


I.                  
NOTICE OF STOCK OPTION GRANT


Participant
Name: _____________________


You
have been granted an Option to purchase Common Stock of Odyssey Semiconductor Technologies, Inc. (the “Company”),
subject to the terms and conditions of the Plan and this Award Agreement, as follows:


Grant
Number________________________________________


Date
of Grant________________________________________


Vesting
Commencement Date________________________________________


Exercise
Price per Share$1.50


Total
Number of Shares Granted________________________________________


Total
Exercise Price________________________________________


Type
of Option: [ ] _________ Incentive Stock Options (“ISOs”)



[ ] _________ Nonstatutory Stock Options (“NSOs”)


Term/Expiration
Date:________________________________________


Vesting
Schedule:


Subject
to any acceleration provisions contained in the Plan or set forth herein, this Option shall vest and may be exercised, as follows:


a.       _________
options shall become exerciseable commencing _________.


b.       _________
options shall become exerciseable commencing _________.


Termination
Period:


If
Participant ceases to be a Service Provider for any reason except for cause, this Option shall expire on the tenth (10th) anniversary
of the Date of Grant. During such time, Participant may exercise any portion of the Option that was vested as of the date Participant
ceased to be a Service Provider. Participant understands and acknowledges that this Option will be eligible for ISO tax treatment
only if it is exercised within ninety (90) days following the Participant’s termination as a Service Provider. Notwithstanding
the foregoing, this Option may be subject to earlier termination as provided in Section 15 of the Plan.






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By
Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree
that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the
Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document.
Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating
to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated
below.





 


 



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EXHIBIT
A


TERMS
AND CONDITIONS OF STOCK OPTION GRANT


1.                 
Grant of Option. The Company hereby grants to the Participant named in the Notice of Stock Option Grant (“Notice
of Grant”) attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”)
to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice
of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the
Plan, which is incorporated herein by reference. Subject to Section 20 of the Plan, in the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.



If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this
Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as
a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify
as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under
the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or
directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as
an ISO.


2.                 
Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with
the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of
a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant
will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.


3.                 
Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser
portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will
be considered as having vested as of the date specified by the Administrator.


4.                 
Exercise of Option.


(a)       Right
to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Award Agreement.


(b)       Method
of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise
Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election
to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.






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5.                 
Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at
the election of Participant.


(a)       cash;


(b)       check;


(c)       consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


(d)       surrender
of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting
consequences to the Company.


6.                 
Tax Obligations. 


(a)       Withholding
Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued
to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to
such Shares. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation)
to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant
fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the
Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares
if such withholding amounts are not delivered at the time of exercise.


(b)       Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in
writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the
compensation income recognized by Participant.


(c)       Code
Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was granted with a per share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant
(a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result
in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal
income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income,
penalty and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that
the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the
Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share
exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible
for Participant’s costs related to such a determination.






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7.                 
Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights
or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing
such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered
to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on such Shares. 


8.                 
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.


9.                 
Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to
the Company, in care of its Chief Executive Officer at Odyssey Semiconductor Technologies, Inc., or at such other address as the
Company may hereafter designate in writing. 


10.              
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by Participant. 


11.              
Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement
will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto. 


12.              
Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant
(or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable
efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered
transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.


13.              
Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between
one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.






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14.              
Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt
such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or
revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have
vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and
binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.


15.              
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded
under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent
to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another
third party designated by the Company.


16.              
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Award Agreement.


17.              
Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining
provisions of this Award Agreement.


18.              
Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or
this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any
additional tax or income recognition under Code Section 409A in connection to this Option.


19.              
Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she
has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


20.              
Governing Law. This Award Agreement will be governed by the laws of the State of Delaware, without giving effect to the
conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement,
the parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation will be
conducted in the courts of Delaware, or the federal courts for the United States for Delaware, and no other courts, where this
Option is made and/or to be performed.


 


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EXHIBIT
B


Odyssey
Semiconductor technologies, Inc.


2019
EQUITY COMPENSATION PLAN


EXERCISE
NOTICE


 


Attention:
Odyssey Semiconductor Technologies, Inc.


1.                 
Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby
elects to purchase ______________ shares (the “Shares”) of the Common Stock of Odyssey Semiconductor Technologies,
Inc. (the “Company”) under and pursuant to the 2019 Equity Compensation Plan (the “Plan”)
and the Stock Option Award Agreement dated ________ (the “Award Agreement”). The purchase price for the Shares
will be ______________, as required by the Award Agreement.


2.                 
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required
tax withholding to be paid in connection with the exercise of the Option.


3.                 
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the
Award Agreement and agrees to abide by and be bound by their terms and conditions.


4.                 
Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder
will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired
will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date of issuance, except as provided in Section 15 of the Plan.


5.                 
Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s
purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any
tax advice.






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6.                 
Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice,
the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company
and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.


Submitted
by:


PURCHASER:



 


_______________________________


Signature


_______________________________


Print
Name


Residence
Address:


 


_______________________________



_______________________________


 


 


 


 


*******
FOLLOWING PORTION TO BE COMPLETED BY THE COMPANY *******


 


____________________________________


Date
Received


 


 


Accepted
by:


 


Odyssey
Semiconductor TECHNOLOGIES, Inc.


 


 


By:
______________________________________


Name:
____________________________________


 


Title:
_____________________________________




 






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