Exhibit
10.3


Form
of Lock-Up Agreement


June
21, 2019


[NAME
OF STOCKHOLDER]


 


Ladies
and Gentlemen:


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.


As
a material inducement to each of the Parties to enter into the Share Exchange Agreement and to consummate the transactions contemplated
thereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees that, during the period commencing upon the Closing and ending on the date that is twenty four (24) months from the later
of (i) the Share Exchange or (ii) the commencement of trading of shares of Common Stock (as defined below) (the “Lock-Up
Period”), the undersigned will not, directly or indirectly:


		(i)	offer,
                                         pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
                                         option or contract to sell, grant any option, right or warrant for the sale of, or otherwise
                                         dispose of or transfer any shares of common stock, par value $0.0001 per share, of the
                                         Company (“Common Stock”), or any securities convertible into or exchangeable
                                         or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned
                                         or with respect to which the undersigned has or hereafter acquires the power of disposition
                                         (collectively, the “Lock-Up Securities”), or, except as set forth
                                         in the Registration Rights Agreement, by and among the Company, the Purchasers, the Brokers,
                                         the persons or entities identified on Schedule 2 thereto holding Share Exchange
                                         Shares and the persons or entities identified on Schedule 3 thereto holding Registrable
                                         Pre-Share Exchange Shares (capitalized terms used but not otherwise defined in this Section
                                         (i) herein shall have the meanings ascribed to them in Section 1 of the Registration
                                         Rights Agreement), exercise any right with respect to the registration of any of the
                                         Lock-Up Securities, or file or cause to be filed any registration statement in connection
                                         therewith, under the Securities Act of 1933, as amended, or



		(ii)	enter
                                         into any swap or any other agreement or any transaction that transfers, in whole or in
                                         part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities,
                                         whether any such swap or transaction is to be settled by delivery of Common Stock or
                                         other securities, in cash or otherwise.







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Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities in the following transactions,
provided, in each case, that (1) the Company receives a signed lock-up agreement for the balance of the Lock-Up Period from each
donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value,
(3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section
16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) the undersigned does not
otherwise voluntarily effect any public filing or report regarding such transfers (other than a filing on a Form 5 made after
the expiration of the Lock-Up Period):


		(i)	as
                                         a bona fide gift or gifts;



		(ii)	to
                                         any trust for the direct or indirect benefit of the undersigned or the immediate family
                                         of the undersigned (for purposes of this lock-up agreement, “immediate family”
                                         shall mean any relationship by blood, marriage or adoption, not more remote than first
                                         cousin);



		(iii)	as
                                         a distribution or other transfer by a partnership to its partners or former partners
                                         or by a limited liability company to its members or retired members or by a corporation
                                         to its stockholders or former stockholders or to any wholly-owned subsidiary of such
                                         corporation;



		(iv)	to
                                         the undersigned’s affiliates or to any investment fund or other entity controlled
                                         or managed by the undersigned;



		(v)	pursuant
                                         to a qualified domestic relations order or in connection with a divorce settlement;



		(vi)	by
                                         will or intestate succession upon the death of the undersigned; or



		(vii)	to
                                         the Company in satisfaction of any tax withholding obligation.



Furthermore,
no provision in this lock-up agreement shall be deemed to restrict or prohibit (1) the transfer of the undersigned’s Lock-Up
Securities to the Company in connection with the termination of the undersigned’s services to the Company, provided that
any filing under Section 16 of the Exchange Act made in connection with such transfer shall clearly indicate in the footnotes
thereto that the filing relates to the circumstances described in this clause (1); (2) the exercise or exchange by the undersigned
of any option or warrant to acquire any shares of Common Stock or options to purchase shares of Common Stock, in each case for
cash or on a “cashless” or “net exercise” basis, pursuant to any stock option, stock bonus or other stock
plan or arrangement; provided, however, that the underlying shares of Common Stock shall continue to be subject to the restrictions
on transfer set forth in this lock-up agreement and that any filing under Section 16 of the Exchange Act made in connection with
such exercise or exchange shall clearly indicate in the footnotes thereto that (a) the filing relates to the circumstances described
in this clause (2) and (b) no shares were sold by the reporting person; (3) the transfer of Lock-Up Securities upon the completion
of a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s
securities involving a change of control of the Company; provided, however, that in the event that such tender offer,
merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject
to the restrictions on transfer set forth in this lock-up agreement; (4) the conversion of outstanding preferred stock of the
Company into shares of Common Stock, provided that any such shares received upon such conversion shall be subject to the restrictions
on transfer set forth in this lock-up agreement; (5) transfers by the undersigned of shares of Common Stock purchased by the undersigned
in the PPO; and (6) transfers by the undersigned of shares of Common Stock purchased by the undersigned on the open market following
the Closing Date.






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Notwithstanding
anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 trading plan that complies
with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading
Plan so long as there are no sales of Lock-Up Securities under any such 10b5-1 Trading Plan during the Lock-Up Period; and provided
that, the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan shall only be permitted if (i) the
establishment or amendment of such plan is not required to be reported in any public report or filing with the Securities and
Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding
the establishment or amendment of such plan.


The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. Any attempted transfer in
violation of this lock-up agreement will be of no effect and null and void, regardless of whether the purported transferee has
any actual or constructive knowledge of the transfer restrictions set forth in this lock-up agreement, and will not be recorded
on the share register of the Company. In furtherance of the foregoing, the undersigned agrees that the Company and any duly appointed
transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or breach of this lock-up agreement. The Company may cause
the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents,
ledgers or instruments evidencing the undersigned’s ownership of Common Stock:


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY
OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this lock-up agreement.
All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors,
assigns, heirs or personal representatives of the undersigned.






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The
undersigned understands that if the Share Exchange Agreement is terminated for any reason, or if the Share Exchange is not consummated
by July 1, 2019, the undersigned shall be released from all obligations under this lock-up agreement. The undersigned understands
that the Company is proceeding with the Share Exchange and the related transactions in reliance upon this lock-up agreement.


This
lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to
the conflict of laws principles thereof.


Any
and all remedies herein expressly conferred upon the Company will be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by law or equity, and the exercise by the Company of any one remedy will not preclude the exercise of any
other remedy. The undersigned agrees that irreparable damage would occur to the Company in the event that any provision of this
lock-up agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed
that the Company shall be entitled to an injunction or injunctions to prevent breaches of this lock-up agreement and to enforce
specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which the Company is entitled at law or in equity, and the undersigned waives any bond, surety
or other security that might be required of the Company with respect thereto.


This
lock-up agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute
one and the same instrument. The exchange of a fully executed lock-up agreement (in counterparts or otherwise) by the Company
and the undersigned by facsimile or electronic transmission in .pdf format shall be sufficient to bind such parties to the terms
and conditions of this lock-up agreement.


 


[SIGNATURE
PAGE FOLLOWS]






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Very
truly yours,


 


Print
Name of Stockholder:_____________________________


Signature
(for individuals):___________________________


Print
Name of Stockholder: _____________________________


	Signature
    (for entities):
	By:
                                         ________________________________________

        Name:

        Title:







[Signature Page to Lock-Up Agreement] 




 



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Accepted
and Agreed by

Odyssey Semiconductor Technologies, Inc.:


 


By:
_________________________


Name:
Ian Jacobs


Title:
President


 








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