Exhibit
10.4


FORM
OF INDEMNITY AGREEMENT


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”).


W
I T N E S S E T H:


WHEREAS,
Indemnitee is a director on the board of directors of Technologies (the “Board of Directors”) and/or an officer
of Technologies and in such capacity(ies) is performing valuable services for Technologies; and


WHEREAS,
Technologies, Odyssey and all of Odyssey’s stockholders plan to enter into a share exchange agreement (the “Share
Exchange Agreement”), pursuant to which Technologies will acquire 100% of the issued and outstanding equity securities
in Odyssey from the stockholders of Odyssey in exchange for 5,666,667 shares of common stock of Technologies, and Odyssey will
become a wholly owned subsidiary of Technologies (the “Share Exchange”); and


WHEREAS,
Indemnitee is willing to continue to serve in such capacity(ies) until the Closing (as defined in the Share Exchange Agreement)
on the condition that he be indemnified as herein provided; and


WHEREAS,
it is intended that Indemnitee shall be paid promptly by the Companies all amounts necessary to effectuate in full the indemnity
provided herein.


NOW,
THEREFORE, in consideration of the premises and the covenants in this Agreement, and of Indemnitee and the Companies intending
to be legally bound hereby, the parties hereto agree as follows:


1.                 
Services by Indemnitee. Indemnitee agrees to serve as director or officer of Technologies, or both, so long as Indemnitee
is duly appointed or elected and qualified in accordance with the applicable provisions of the Certificate of Incorporation and
bylaws of Technologies, and until such time as Indemnitee resigns or fails to stand for election or is removed from Indemnitee’s
positions. Indemnitee may from time to time also perform other services at the request or for the convenience of, or otherwise
benefiting Technologies.


2.                 
Indemnification. Subject to the limitations set forth herein and in Section 6 hereof, the Companies hereby
agree to indemnify Indemnitee as follows:






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The
Companies shall, with respect to any Proceeding (as hereinafter defined) associated with Indemnitee acting in his official
capacity as officer and director of Technologies arising out of or pertaining to actions relating to the approval of and
entering into the Share Exchange Agreement, the Transaction Documentation (as defined in the Share Exchange Agreement), the
Share Exchange and each of the transactions contemplated thereby, whether asserted or claimed prior to, at or after the
Closing, indemnify Indemnitee to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware
(the “DGCL”) and the Certificate of Incorporation of Technologies in effect on the date hereof or as such
law or Certificate of Incorporation may from time to time be amended (but, in the case of any such amendment, only to the
extent such amendment permits Technologies to provide broader indemnification rights than the law or Certificate of
Incorporation permitted Technologies to provide before such amendment). Notwithstanding the foregoing, the Companies shall
not be required to indemnify Indemnitee for acts or omissions of Indemnitee constituting fraud, bad faith, gross negligence
or intentional misconduct. The right to indemnification conferred herein and in the Certificate of Incorporation shall be
presumed to have been relied upon by Indemnitee in serving Technologies and shall be enforceable as a contract right. Without
in any way diminishing the scope of the indemnification provided by this Section 2, the Companies will indemnify
Indemnitee against Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably
incurred by Indemnitee or on their behalves in connection with the investigation, defense, settlement or appeal of such
Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided
under this Agreement shall include those rights set forth in Section 8 below. Notwithstanding the foregoing, the
Companies shall be required to indemnify Indemnitee in connection with a Proceeding commenced by Indemnitee (other than
a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) only if the commencement of
such Proceeding was authorized by the Board of Directors following the Effective Time. Notwithstanding anything to the
contrary contained herein, the Companies shall have no obligation to indemnify the Indemnitee to the extent such
indemnification would not be permitted under Section 145 of the DGCL or Technologies’ Certificate of Incorporation
in effect on the date hereof.


3.                 
Presumptions and Effect of Certain Proceedings. Upon making a request for indemnification, Indemnitee shall be presumed
to be entitled to indemnification under this Agreement and the Companies shall have the burden of proof to overcome that presumption
in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or
conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by
a judgment or other final adjudication adverse to Indemnitee, establish a presumption with regard to any factual matter relevant
to determining Indemnitee’s rights to indemnification hereunder. If the person or persons so empowered to make a determination
pursuant to Section 5 hereof shall have failed to make the requested determination within ninety (90) days after
any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent,
or other disposition or partial disposition of any Proceeding or any other event that could enable the Companies to determine
Indemnitee’s entitlement to indemnification, the requisite determination that Indemnitee is entitled to indemnification
shall be deemed to have been made.


4.                  Advancement
of Expenses. To the extent not prohibited by law, the Companies shall advance the Expenses or Liabilities incurred by
Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the
receipt by the Companies of a statement or statements requesting such advances (which shall include invoices received by
Indemnitee in connection with such Expenses or Liabilities but, in the case of invoices in connection with legal services,
any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by
applicable law shall not be included with the invoice) and upon request of the Companies, an undertaking to repay the
advancement of Expenses or Liabilities if and to the extent that it is ultimately determined by a court of competent
jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Companies.
Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances
shall include any and all Expenses and/or Liabilities actually and reasonably incurred by Indemnitee pursuing an action to
enforce Indemnitee’s right to indemnification under this Agreement, or otherwise and this right of advancement,
including Expenses and/or Liabilities incurred preparing and forwarding statements to the Companies to support the advances
claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing
that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately
determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled
to be indemnified by the Companies. The right to advances under this Section shall continue until final disposition of any
proceeding, including any appeal therein. This Section 4 shall not apply to any claim made by Indemnitee for
which indemnity is excluded pursuant to Section 15(d)(ii).






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5.                 
Procedure for Determination of Entitlement to Indemnification.


(a)              
Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit
a written request for indemnification or advancement of expenses to the Companies. Any request for indemnification or advancement
of expenses shall include sufficient documentation or information reasonably available to Indemnitee for the determination of
entitlement to indemnification or advancement of expenses. In any event, Indemnitee shall submit Indemnitee’s claim for
indemnification or advancement of expenses within a reasonable time, not to exceed sixty (60) days after any judgment, order,
settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or final termination,
whichever is the later date for which Indemnitee requests indemnification.


(b)              
Independent Legal Counsel (as hereinafter defined) shall determine whether Indemnitee is entitled to indemnification or advancement
of expenses. Determination of Indemnitee’s entitlement to indemnification or advancement of expenses shall be made not later
than ninety (90) days after the Companies’ receipt of Indemnitee’s written request for such indemnification or
advancement of expenses, provided that any request for indemnification or advancement of expenses for Liabilities, other than
amounts paid in settlement, shall have been made after a determination thereof in a Proceeding.


6.                 
Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companies shall
not be obligated under this Agreement to make any indemnity or payment to Indemnitee in connection with any claim against Indemnitee:


(a)              
to the extent that payment is actually made to Indemnitee under any insurance policy, contract, agreement or otherwise or is
made to Indemnitee by either of the Companies or affiliates otherwise than pursuant to this Agreement. Notwithstanding the
availability of such insurance, Indemnitee also may claim indemnification from the Companies pursuant to this Agreement by
assigning to the Companies any claims under such insurance to the extent Indemnitee is paid by the Companies;






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(b)              
for Liabilities in connection with Proceedings settled without the Companies’ consent, which consent, however, shall not
be unreasonably withheld;


(c)              
in no event shall the Companies be liable to pay the fees and disbursements of more than one counsel in any single Proceeding
except to the extent that, in the opinion of counsel of the Indemnitee, the Indemnitee has conflicting interests in the outcome
of such Proceeding;


(d)              
to the extent it would be otherwise prohibited by law, if so established by a judgment or other final adjudication adverse to
Indemnitee;


(e)              
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Companies
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law; or


(f)               
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Companies or their directors, officers, employees or other indemnitees,
unless (i) the commencement of such Proceeding was authorized by the Board of Directors (or any part of any Proceeding) prior
to its initiation and following the Effective Time, or (ii) the Companies provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Companies under applicable law.


7.                 
Fees and Expenses of Independent Legal Counsel. The Companies agree to pay the reasonable fees and expenses of Independent
Legal Counsel and to fully indemnify such Independent Legal Counsel against any and all expenses and losses incurred by any of
them arising out of or relating to this Agreement or their engagement pursuant hereto.


8.                 
Remedies of Indemnitee.


(a)              
In the event that (i) a determination pursuant to Section 5 hereof is made that Indemnitee is not entitled to
indemnification, (ii) payment has not been timely made following a determination of entitlement to indemnification pursuant
to this Agreement, or (iii) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shall be entitled to a final
adjudication in a court of competent jurisdiction in the State of Delaware of the remedy sought.


(b)              
If a determination that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is
deemed to have been made pursuant to Section 5 hereof or otherwise pursuant to the terms of this Agreement, the Companies
shall be bound by such determination in the absence of a misrepresentation or omission of a material fact by Indemnitee in connection
with such determination.






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(c)              
The Companies shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding
and enforceable. The Companies shall stipulate in any such court or before any such arbitrator that the Companies are bound by
all the provisions of this Agreement and are precluded from making any assertion to the contrary.


(d)              
Expenses reasonably incurred by Indemnitee in connection with Indemnitee’s request for indemnification under, seeking enforcement
of or to recover damages for breach of this Agreement shall be borne by the Companies when and as incurred by Indemnitee, to the
extent it is determined that Indemnitee is entitled to indemnification hereunder.


9.                 
Contribution. To the fullest extent permissible under applicable law, in the event the Companies are obligated to indemnify
Indemnitee under this Agreement and the indemnification provided for herein is unavailable to Indemnitee for any reason whatsoever,
the Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Companies and Indemnitee as a result of
the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Companies (and
their respective directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


10.             
Modification, Waiver, Termination and Cancellation. No supplement, modification, termination, cancellation or amendment
of this Agreement shall be binding unless executed in writing by all of the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall
such waiver constitute a continuing waiver.


11.             
Subrogation. In the event of any payment under this Agreement, the Companies shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may
be necessary to secure such rights, including the execution of such documents necessary to enable the Companies effectively to
bring suit to enforce such rights.


12.             
Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Companies in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil,
criminal, administrative or investigative, but the omission so to notify the Companies will not relieve it from any liability
that it may have to Indemnitee if such omission does not prejudice the Companies’ rights. If such omission does prejudice
the Companies’ rights, the Companies will be relieved from liability only to the extent of such prejudice; nor will such
omission relieve the Companies from any liability that they may have to Indemnitee otherwise than under this Agreement.


13.              Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and
received hereunder (a) one business day after being sent for next business day delivery, fees prepaid, via a
reputable international overnight courier service, (b) upon delivery in the case of delivery by hand, or (c) on the
date delivered in the place of delivery if sent by email (with a written or electronic confirmation of delivery from the
recipient, excluding any automated response) prior to 5:00 p.m. Eastern time, otherwise on the next succeeding business
day, in each case to the intended recipient as set forth below:






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(a)              
If to Technologies                       Odyssey Semiconductor Technologies, Inc.


    (prior
to
closing):                        2255
Glades Road, Suite 324A
 Boca Raton, Florida
 Attn: Ian Jacobs, CEO
 Email:


     If
to Odyssey:                             Odyssey Semiconductors, Inc.

950 Danby Road, Suite 125


Ithaca,
New York 14850

Attn: Richard J. Brown, CEO


Email:


(b)              
If to Indemnitee:The address set forth on the signature page hereto.


or
any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.


14.             
Exclusivity. Without limiting any right of the Indemnitee to recover from, or make a claim under, any directors’
and officers’ liability insurance policies maintained by the Companies, the rights of Indemnitee hereunder shall be the
exclusive rights to which Indemnitee is entitled under applicable law, the Companies’ respective Certificates of Incorporation
or bylaws, or any agreements, vote of stockholders, resolution of the Boards of Directors or otherwise, with respect to any Proceeding
(as hereinafter defined) associated with Indemnitee acting in his official capacity as officer and director of Technologies arising
out of or pertaining to actions relating to the approval of and entering into the Share Exchange Agreement, the Transaction Documentation
(as defined in the Share Exchange Agreement), the Share Exchange and each of the transactions contemplated thereby, whether asserted
or claimed prior to, at or after the Closing.


15.             
Certain Definitions.


(a)              
“Expenses” shall include all direct and indirect costs (including, without limitation, attorneys’ fees,
retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, all other disbursements or out-of-pocket expenses) actually and reasonably
incurred in connection with either the investigation, defense, settlement or appeal of a Proceeding or establishing or enforcing
a right to indemnification under this Agreement, applicable law or otherwise; provided, however, that “Expenses” shall
not include any Liabilities.


(b)              
“Independent Legal Counsel” means a law firm or a member of a firm selected by the Companies and approved
by Indemnitee (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, the term “Independent
Legal Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Companies or Indemnitee in an action to determine
Indemnitee’s right to indemnification under this Agreement.






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(c)              
“Liabilities” means liabilities of any type whatsoever including, but not limited to, any judgments, fines,
ERISA excise taxes and penalties, penalties and amounts paid in settlement (including all interest assessments and other charges
paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any Proceeding.


(d)              
“Proceeding” means any threatened, pending or completed action, claim, suit, arbitration, alternative dispute
resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or
investigative, that (i) is associated with Indemnitee’s actions as an officer and/or director of Technologies arising
out of or pertaining to actions relating to the approval of and entering into the Share Exchange Agreement, the Transaction Documentation,
the Share Exchange and each of the transactions contemplated thereby, whether asserted or claimed prior to, at or after the Closing,
absent fraud, bad faith, gross negligence or intentional misconduct, including any action brought by or in the right of Technologies
or Odyssey, and (ii) is not initiated or brought by one or more of the Indemnitee.


16.             
Binding Effect; Duration and Scope of Agreement. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Companies), spouses, heirs and
personal and legal representatives. This Agreement shall continue in effect for six (6) years subsequent to the date of this
Agreement, regardless of whether Indemnitee continues to serve as director or an officer of Technologies.


17.             
Severability. If any provision or provisions of this Agreement (or any portion thereof) shall be held to be invalid, illegal
or unenforceable for any reason whatsoever:


(a)              
the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired
thereby; and


(b)              
to the fullest extent legally possible, the provisions of this Agreement shall be construed so as to give effect to the intent
of any provision held invalid, illegal or unenforceable.


18.             
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within the State of
Delaware, without regard to conflict of laws rules.


19.             
Consent to Jurisdiction. The Companies and Indemnitee each irrevocably consent to the jurisdiction of the courts of the
State of Delaware for all purposes in connection with any action or Proceeding that arises out of or relates to this Agreement
and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.






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20.             
Entire Agreement. This Agreement represents the entire agreement between the parties hereto, and there are no other agreements,
contracts or understandings between the parties hereto with respect to the subject matter of this Agreement.


21.             
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
to be an original but all of which together shall constitute one and the same Agreement. This Agreement and any documents relating
to it may be executed and transmitted to any other party by email of a PDF, which PDF shall be deemed to be, and utilized in all
respects as, an original, wet-inked document.


[Signature
Page Follows]






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.


Odyssey
Semiconductor Technologies, Inc.





By:_________________________

Name:_______________________

Its:_________________________


Odyssey
Semiconductor, Inc.








By:_________________________

Name:_______________________

Its:_________________________




Indemnitee





By:_________________________

Name: ______________________

Address: ___________________






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