Exhibit 10.3


 


ASSIGNMENT OF PATENT RIGHTS


 


This Assignment of Patent Rights (“Patent
Assignment”) is made and entered into this 3rd day of April, 2009 (the “Effective Date”) by and between
Robert Joseph Mears of 12 High Meadow Circle, Wellesley, Massachusetts 02482 (“Assignor”) and Mears Technologies, Inc.,
a corporation organized and existing under the laws of the State of Delaware, and having a usual place of business at 1100 Winter
Street, Suite 4700, Waltham, Massachusetts 02451 (“Assignee”).


 


WHEREAS, Assignor and BTG International Limited,
a company whose registration number in England and Wales is 2664412 and whose registered address is at 10 Fleet Place, Limeburner
Lane, London, EC4M 7SB, England (“BTG”) entered into an Assignment Agreement dated May 14, 2004 (the “Agreement”)
pursuant to which Assignor acquired, upon the terms and conditions set forth in the Agreement, all of BTG’s right, title,
and interest in and to the patents and patent applications (and patents issuing on such applications) listed in Schedule A attached
hereto (collectively, the “Patent Rights”);


 


WHEREAS, BTG consented, upon the terms and conditions
set forth in the Agreement, to the assignment of the Patent Rights by Assignor to RJ Mears, LLC, a limited liability company organized
under the laws of the state of Delaware, and having a usual place of business at 1100 Winter Street, Suite 4700, Waltham, Massachusetts
02451 (“RJ Mears”);


 


WHEREAS, RJ Mears was converted to Assignee
pursuant to that certain Certificate of Conversion to Corporation of RJ Mears, LLC to Mears Technologies, Inc. dated March 14,
2007; and


 


WHEREAS, Assignee now desires to acquire all
right, title, and interest in and to the Patent Rights, and agrees to assume certain obligations set forth in the Agreement;


 


NOW, THEREFORE, in accordance with the foregoing
recitals, and in consideration of the mutual covenants contained herein, Assignor and Assignee, intending to be legally bound,
hereby agree as follows:


 


1.          Assignor
hereby sells, assigns, transfers, and conveys unto Assignee, its successors, assigns, and legal representatives, Assignor’s
entire right, title, and interest in and throughout the United States of America, its territories and all foreign countries,
in and to the invention(s) described and/or claimed in the Patent Rights (the “Inventions”), together with Assignor’s
entire right, title, and interest in and to the Patent Rights and such other patents as may issue thereon or claim priority thereto
under United States law or international convention, including but not limited to non-provisionals, continuations, divisionals,
reissues, reexaminations, extensions, and substitutions of patents and patent applications within the Patent Rights or such other
patents, and any right, title, and interest Assignor may have in applications to which the Patent Rights claim priority; the Inventions
and the Patent Rights to be held and enjoyed by Assignee for its own use and behalf and for its successors, assigns, and legal
representatives to the full end of the term for which said patents may be granted as fully and entirely as the same would have
been held by Assignor had this assignment and sale not been made; and Assignor hereby conveys all of its rights arising under or
pursuant to any and all United States laws and international agreements, treaties, or laws relating to the protection of industrial
property by filing any such applications for patent, including but not limited to any cause(s) of action and damages accruing prior
to this assignment. Assignor hereby acknowledges that this assignment, being of Assignor’s entire right, title, and interest
in and to the Inventions and the Patent Rights, carries with it the right in Assignee to apply for and obtain from competent authorities
in all countries of the world any and all patents by attorneys and agents of Assignee’s selection and the right to procure
the grant of all patents to Assignee in its own name as assignee of Assignor’s entire right, title, and interest therein.


 




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2.          In
consideration for the assignments granted hereunder, Assignee shall, within ninety (90) calendar days after the date of receipt
thereof, pay to each of (i) Assignor, (ii) Adam David Cohen formerly of 43 Princes Court, Cambridge, CB2 1JJ, England, (iii) Stephen
Thomas Warr of 50 Fountains Road, Ipswich, IP2 9ET, England, and (iv) Michael Charles Parker of 2 The Gallop, Sutton, Surrey, SM2
5RU, England (each, individually, an “Inventor”) a royalty, at a rate of ten percent (10%) to each Inventor, on all
revenue, if any, received in respect of the licensing of the Patent Rights (the “Inventor Payments”); provided, however,
that Assignee shall not pay, and shall not be obligated to pay, any Inventor Payments until the payments set forth in paragraph
3 have been satisfied in full. The total amount of all payments properly made by Assignor to Assignee under this Patent Assignment
shall be inclusive of all taxes (including, without limitation, sales and value added taxes), tariff, duty, or assessment levied
or imposed by the government of any jurisdiction in respect of any rights granted hereunder.


 


3.          Prior
to making, or being obligated to make, any of the Inventor Payments set forth in paragraph 2, Assignee shall first pay, within
ninety (90) calendar days after the date of receipt thereof, to BTG a royalty, at a rate of forty percent (40%), on all revenue,
if any, received in respect of the licensing, manufacture, sale, or other commercialization of the Patent Rights, until the aggregate
of all such payments to BTG amounts to the sum of £19,641 (the “BTG Payments”).


 


4.          Assignor
represents and warrants that (i) Assignor is not presently, nor has Assignor ever been, in violation or default of any provision
of the Agreement, (ii) as of the Effective Date of this Patent Assignment, Assignor has not made, and was not obligated to make,
any payments to BTG under clause 4(1) of the Agreement, and (iii) no payments from Assignor to BTG are due within ninety (90) calendar
days from the Effective Date of this Patent Assignment under clause 4(1) of the Agreement.


 


5.          Assignee
agrees to keep proper accounts of its receipts that are the subject of paragraphs 2 and 3 of this Patent Assignment, and that Assignee
will on request produce the same for inspection by Assignor (in the case of the Inventor Payments due under paragraph 2 of this
Patent Assignment) or a duly authorized representative of BTG (in the case of the BTG Payments due under paragraph 3 of this Patent
Assignment) together with any invoices or vouchers relating thereto for the purposes of verification.


 


6.          Assignee
agrees that it will not, without the prior written consent of BTG, assign or otherwise part with possession of its rights in the
Patent Rights (except by way of license thereunder) until the sum of £19,641 has been paid to BTG in satisfaction of the
BTG Payments set forth in paragraph 3.


 




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7.          Assignor
hereby further agrees for himself and his executors and administrators to execute upon request any other lawful documents and likewise
to perform any other lawful acts which may be deemed necessary to secure fully the Patent Rights to Assignee, its successors, assigns,
and legal representatives, as well as to third parties at the request of Assignee, including the execution of documents (including,
without limitation, petitions, specifications, oaths, assignments, disclaimers, declarations, and affidavits) relating to non-provisional,
substitution, continuation, divisional, reissue, reexamination, or corresponding foreign or international patent applications within
the Patent Rights, as requested by Assignee, and generally do everything possible to aid Assignee, its successors, assigns, and
legal representatives to obtain, record, maintain, and enforce full protection for the Inventions in all countries.


 


8.          Assignor
hereby further agrees to provide documentary evidence and statements or testimony in any interference, opposition, reexamination,
reissue, or other proceeding in which any of the Patent Rights may be involved.


 


9.          Assignor
hereby warrants that he has not knowingly conveyed to others any rights in the Patent Rights or the Inventions or any license to
use the same or to make, use, or sell anything embodying or utilizing any of the Inventions, and that Assignor has good right and
clear title to assign the Inventions and the Patent Rights without encumbrance.


 


10.         Assignor
does hereby authorize the Director of the United States Patent & Trademark Office, and the empowered officials of all other
governments whose duty it is to record patents, applications, and title thereto, to record the Patent Rights and title thereto
as the property of Assignee, its successors, assigns, or legal representatives, in accordance with the terms of this Patent Assignment.


 


11.        Assignor
does hereby further authorize and request the Director of the United States Patent and Trademark Office and the empowered officials
of all other governments to issue such Patent Rights or patents as shall be granted upon the Patent Rights, or applications based
thereon, to Assignee, its successors, assigns, or legal representatives.


 


12.        Assignee
and Assignor also agree that multiple copies of this Patent Assignment may be executed, each of which shall be deemed an original,
and each of which shall be valid and binding upon Assignee and Assignor.


 


13.        No modifications
of, or additions to, this Patent Assignment shall have effect unless in writing and properly executed by both Assignor and Assignee,
making specific reference to this Patent Assignment by date, parties, and subject matter. This Patent Assignment and the rights
and obligations of the parties hereunder shall be governed by and construed in accordance with the Patent Laws of the United States
and the laws of the Commonwealth of Massachusetts, without regard to the Commonwealth’s conflict of laws principles.


 


[Remainder of page intentionally left
blank]


 




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IN WITNESS WHEREOF, Assignor and Assignee, through
its duly authorized officer, have caused this Patent Assignment to be executed as of the date first written above.


 


	 	/s/ Robert Joseph Mears
	 	ROBERT JOSEPH MEARS


 


On this 3rd day of April, 2009,
before me, the undersigned Notary Public, personally appeared Robert Joseph Mears, proved to me through satisfactory evidence
of identification, which was/were personally known, to be the person whose name is signed on the preceding or attached document,
and who swore or affirmed to me that the contents of the document are truthful and accurate to the best of his knowledge and belief.


 





	/s/ KEVIN T. McNULTY	 		    (Seal)
	Signature of Notary	 	 
	 	 	 
	My Commission Expires:	 	 
	 	 	 




  


	 	MEARS TECHNOLOGIES, INC.
	 	By:	Steven Levy
	 	Its:	CEO


 


On this 31st day of March,
2009, before me, the undersigned Notary Public, personally appeared Steven Levy, proved to me through satisfactory evidence of
identification, which was/were personally known, to be the person whose name is signed on the preceding or attached document,
and who swore or affirmed to me that the contents of the document are truthful and accurate to the best of his/her knowledge and
belief. The above-indicated individual is duly authorized to execute this document singly on behalf of Assignee and executed this
document of his/her own free will.


 





	/s/ KEVIN T. McNULTY	 	 	    (Seal)
	Signature of Notary	 	 
	 	 	 
	My Commission Expires:	 	 
	 	 	 







  


 




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SCHEDULE A


 


Patent Rights


 


	Country or

Region	 	Application No.	 	Filing Date	 	Patent

    No.	 	Issue Date
	United Kingdom	 	9616598.0	 	August 7, 1996	 	 	 	 
	Europe	 	97935667.2	 	August 7, 1997	 	0917776	 	July 5, 2006
	Japan	 	98/507742	 	August 7,1997	 	 	 	 
	United States of America	 	09/245,217	 	
        August
7, 1997 

(Filing Date of PCT) 

         

        February 5, 1999

        (§371 Date)
	 	 	 	 
	United States of America	 	10/375,006	 	February 28, 2003	 	 	 	 
	United States of America	 	10/134,533	 	April 30, 2002	 	 	 	 
	International (PCT)	 	PCT/GB97/02131	 	August 7, 1997	 	 	 	 
	United Kingdom	 	9419757.1	 	September 30, 1994	 	 	 	 
	Germany	 	69525756.0	 	September 29, 1995	 	0783713	 	March 6, 2002
	Europe	 	95932845.1	 	September 29, 1995	 	0783713	 	March 6, 2002
	France	 	95932845.1	 	September 29, 1995	 	0783713	 	March 6, 2002
	United Kingdom	 	95932845.1	 	September 29, 1995	 	0783713	 	March 6, 2002
	Italy	 	95932845.1	 	September 29, 1995	 	0783713	 	March 6, 2002
	United States of America	 	08/817,876	 	
        September 29, 1995 

(Filing Date of
        PCT)

         

        July 24, 1997

        (§37l Date)
	 	6,141,361	 	October 31, 2000
	International (PCT)	 	PCT/GB95/02326	 	September 29, 1995