Exhibit 10.2


 


Confidential


SUBSCRIPTION
AGREEMENT


This
Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page
hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”)
by Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”).


R
E C I T A L S


A.    
Pursuant to the terms and conditions of this Agreement and that of the Confidential Private Placement Memorandum, dated March 8, 2021,
and any supplements thereto (the “Offering Memorandum”), the Company is offering a minimum of 1,250,000 shares
of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $4.00 per share
(the “Purchase Price”), for an aggregate purchase price of $5,000,000.00 (the “Minimum Offering Amount”), and
a maximum of 3,000,000 shares of the Common Stock at the Purchase Price for an aggregate purchase price of $12,000,000.00 (the “Maximum
Offering Amount”). The Company may sell an additional 750,000 shares of Common Stock at the Purchase Price for an aggregate
purchase price of $3,000,000.00 to cover over-subscriptions (the “Over-Subscription Option”), in the event
the Offering is oversubscribed.


B.     
The Shares (as defined below) subscribed for pursuant
to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering is being made on a “best-effort” basis to “accredited investors,” as defined in Regulation D under
the Securities Act, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D.


AGREEMENT


The
Company and the Purchaser hereby agree as follows: 1. Subscription.


1.1Purchase
and Sale of the Shares.


(a)               
Subject to the terms and conditions of this Agreement and pursuant to the Offering Memorandum, the undersigned Purchaser agrees to purchase,
and the Company agrees to sell and issue to such Purchaser, that number of shares set forth on such Purchaser’s Omnibus Signature
Page attached hereto at the Purchase Price, for a total aggregate purchase price as set forth on such Omnibus Signature Page. The minimum
subscription amount for each Purchaser in the Offering is $40,000.00 (for 10,000 shares). The Company may accept subscriptions for less
than $40,000.00 from any Purchaser in its sole discretion. For the purposes of this Agreement, “Shares” means
the shares of Common Stock issued in the Offering at the Closing (as defined below).



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(b)               
This Agreement is one of a series of subscription agreements issued (and to be issued) by the Company to purchasers of the Shares in
connection with the Offering with the same terms and conditions, in all material respects, set forth in this Agreement (each, a “Subscription
Agreement”, and collectively, the “Subscription Agreements”).


1.2Subscription
Procedure; Closing.


 


(a)       Initial
Closing. Subject to the terms and conditions of this Agreement, the initial closing of the Shares shall take place remotely via
the exchange of documents and signatures and the receipt of subscriptions equal to or exceeding the Minimum Offering Amount at such
time and place as mutually agreed to by the Company and the Placement Agent (as defined in Section 2) (the “Initial
Closing”).






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(b)            
Subsequent Closings. If the Maximum Offering Amount is not sold at the Initial Closing, which shall take place on or prior to
March 26,2021,the Company may sell additional Shares, up to the Maximum Offering Amount, at any time on or prior to April 26, 2021 at
one or more additional closing (each a “Subsequent Closing” and collectively the “Subsequent Closings”),
and if there are oversubscriptions, such additional Shares as may be sold in connection with the Over-Subscription Option (the “Subsequent
Closing Shares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agent
(the “Additional Purchasers”). Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b)
shall be deemed to be “Shares” for all purposes under this Agreement, and any Additional Purchasers thereof
shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Subsequent
Closings, if any, shall be known collectively herein as the “Closings” or individually as a “Closing.”


(c)             
Subscription Procedure. To complete a subscription for the Shares, the Purchaser must fully comply with the subscription procedure
provided in paragraphs (i) and (ii) of this Section on or before the applicable Closing:


 


(i)                   
Subscription Documents. At or before the applicable Closing, the Purchaser shall review, complete and execute the Omnibus Signature
Page to this Agreement and the Registration Rights Agreement substantially in the form of Exhibit A hereto (the “Registration
Rights Agreement”), Investor Profile, Accredited Investor Certification, and Anti-Money Laundering Information Form, attached
hereto following the Omnibus Signature Page (collectively, the “Subscription Documents”), and additional forms
and questionnaires distributed to the Purchaser, and deliver the Subscription Documents and such additional forms and questionnaires
to the party indicated thereon at the address set forth under the caption “How to subscribe for Shares in the private offering
of Odyssey Semiconductor Technologies, Inc.,” below. Executed documents may be delivered to such party by facsimile or .pdf
(or similar format) sent by electronic mail (e-mail).


(ii)                 
Purchase Price. Simultaneously with the delivery of the Subscription Documents as provided
herein, and in any event at or prior to the applicable Closing, the Purchaser shall deliver to Delaware Trust Company, in its capacity
as escrow agent (the “Escrow Agent”), under an escrow agreement among the Company, the Placement Agent (as
defined below) and the Escrow Agent (the “Escrow Agreement”) the total Purchase Price set forth on the Purchaser’s
Omnibus Signature Page attached hereto, by certified or other bank check or by wire transfer of immediately available funds, pursuant
to the instructions set forth under the caption “How to subscribe for Shares in the private offering of Odyssey Semiconductor
Technologies, Inc.,” below. Such funds will be held for the Purchaser’s benefit in the escrow account established for
the Offering (the “Escrow Account”) and will be returned promptly, without interest or offset, if this
Agreement is not accepted by the Company, or the Minimum Offering Amount has not been sold or the Offering is terminated pursuant to
its terms prior to a Closing.


(iii)                Company
and Placement Agent Discretion. The Purchaser understands and agrees that the Company and the Placement Agent (as defined below)
reserve the right to accept or reject this or any other subscription for Shares, in whole or in part, notwithstanding prior receipt
by the Purchaser of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company
shall execute and deliver to the Purchaser an executed copy of this Agreement. If this subscription is rejected in whole, or the
Offering is terminated prior to a Closing on Purchaser’s subscription, all funds received from the Purchaser will be returned
without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this subscription is rejected
in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Agreement will
continue in full force and effect to the extent this subscription was accepted.






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2.       Placement
Agent.[              ], a U.S.-registered broker-dealer and member of FINRA, has been engaged by the Company as the exclusive
placement agent, (the “Placement Agent”) on a best efforts basis, for the Offering. Except as provided
below, the Placement Agent will be paid at each Closing from the Offering proceeds a total cash commission of eight percent (8%) of
the gross Purchase Price paid by Purchasers in the Offering (the “Cash Fee”) and will each receive
warrants to purchase a number of shares of Common Stock equal to eight percent (8%) of the number of shares of Common Stock sold to
investors in the Offering, with a term of five (5) years from the date of the applicable Closing, and an exercise price of $4.00 per
share (the “Placement Agent Warrants”). The Company will also pay certain expenses of the Placement Agent
in connection with the Offering. Any sub-agent of the Placement Agent that introduces investors to the Offering will be entitled to
share in the Cash Fee and/or Placement Agent Warrants attributable to those investors pursuant to the terms of an executed sub-agent
agreement. For funds raised from investors listed in the Excluded Counterparties, as listed in the Engagement Agreement between the
Company and the Placement Agent, the Placement Agent will not be paid a Cash Fee or receive Warrants. The Excluded Counterparties
can participate at the sole discretion of the Company for a cumulative total of $1,000,000.00 (inclusive in the Maximum Offering
Amount) at the same terms as other investors in the Offering without the Company incurring any fees to Placement Agent.


3.      
Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser, as of the Closing, the following:


a.                  
Organization and Qualification. The Company and each of its subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of Delaware and has the requisite corporate power to own its properties and to carry on its business
as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have any material adverse effect on (i) the business,
properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company
and its subsidiaries, individually or taken as a whole, (ii) the transactions contemplated hereby or in the other Transaction Documents
(as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or (iii) the authority
or ability of the Company to perform its obligations under the Transaction Documents (a “Material Adverse Effect”).


b.                   Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to deliver,
enter into and perform its obligations under this Agreement, the Offering Memorandum, the Registration Rights Agreement and the
Escrow Agreement (collectively, the “Transaction Documents”) and to issue the Shares, in accordance with
the terms hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the
consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Shares,
have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of
Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by
the Company, its Board of Directors or its stockholders; (iii) each of the Transaction Documents will be duly executed and delivered
by the Company; and (iv) the Transaction Documents when executed will constitute the valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors’ rights and remedies and, with respect to any rights to indemnity or contribution
contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such
laws.






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c.                  
Issuance of Shares. The Shares that are being issued to the Purchaser hereunder, when issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable,
and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable state and federal
securities laws and liens or encumbrances created by or imposed by the Purchaser.


d.                  
No Conflicts. The execution, delivery and performance of each of the Transaction Documents
by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby including issuance and sale of
the Shares in accordance with this Agreement will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or
equivalent constitutive document) of the Company or any of its subsidiaries, (ii) violate or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company or any subsidiary is a party, except for those which would not reasonably be expected to have a Material Adverse Effect, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations)
applicable to the Company or any subsidiary or by which any property or asset of the Company or any subsidiary is bound or affected,
except for those which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any subsidiary is
in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws. Neither the Company nor any subsidiary
is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or any subsidiary, which violation or breach has had or
would reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required
under the Securities Act and any applicable state securities laws, neither the Company nor any of its subsidiaries is required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under or contemplated by this Agreement or the other Transaction Documents in accordance
with the terms hereof or thereof other than the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation
D. Neither the execution and delivery by the Company of the Transaction Documents, nor the consummation by the Company of the transactions
contemplated hereby or thereby, will require any notice, consent or waiver under any contract or instrument to which the Company or any
subsidiary is a party or by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notice,
consent or waiver the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect. All consents, authorizations, orders, filings and registrations which the Company or any of its subsidiaries is required to obtain
pursuant to the preceding two sentences have been or will be obtained or effected on or prior to the Closing.


e.                   Absence
of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding (including any partial proceeding such
as a deposition) or investigation before or by any court, public board, governmental or administrative agency, self-regulatory
organization, arbitrator, regulatory authority, stock market, stock exchange or trading facility (an
“Action”) now pending or, to the knowledge of the Company, threatened against or affecting the Company or
any of its subsidiaries or any of their respective officers or directors, which would be reasonably likely to (i) adversely affect
the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or
any of the other Transaction Documents, or (ii) have a Material Adverse Effect. For the purpose of this Agreement, the knowledge of
the Company means the knowledge of the officers of the Company (both actual or knowledge that they would have had upon reasonable
inquiry of the personnel of the Company responsible for the applicable subject matter). Neither the Company nor any of its
subsidiaries is subject to any judgment, decree, or order which has had, or would reasonably be expected to have a Material Adverse
Effect.






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f.                   
No General Solicitation. Neither the Company, nor any of its Affiliates (as defined below), nor, to the knowledge of the Company,
any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Shares. “Affiliate” means, with respect to any
person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with such person, as such terms are used in and construed under Rule 144 under the Securities Act (“Rule 144”).
With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.


g.                    Intellectual
Property Rights. The Company and each of its subsidiaries owns, possesses, or has valid and enforceable rights to use, license,
and exploit all Intellectual Property used in, necessary or advisable for the conduct of the Company’s and its
subsidiaries’ business as currently conducted, except for a failure to own, possess or have such rights that would not
reasonably be expected to result in a Material Adverse Effect. Except in connection with loans from local or regional government
agencies, namely, Tomkins County Area Development, Broome County Industrial Development Agency, Southern Tier Region Economic
Development Corporation, there are no unreleased liens or security interests which have been filed, or which the Company has
received notice of, against any of the Intellectual Property owned by the Company. All Intellectual Property owned by the Company or
its subsidiaries, and all contracts pursuant to which the Company or its subsidiaries license Intellectual Property, are valid and
enforceable, and the Company and its subsidiaries are in full compliance with all such contracts except as would not reasonably be
expected to result in a Material Adverse Effect. Furthermore, except as has not been and would not reasonably be expected to result
in a Material Adverse Effect, to the Company’s knowledge, (A) there has been no infringement, misappropriation or violation by
third parties of any such Intellectual Property of the Company or its subsidiaries; (B) there has been no action pending or
threatened in writing (or to the Company’s knowledge, threatened orally) by others challenging the Company’s or any of
its subsidiaries’ ownership of or any rights in or to any such Intellectual Property; (C) the Intellectual Property owned by
the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its
subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there has been no action pending or
threatened in writing (or to the Company’s knowledge, threatened orally) by others challenging the validity, enforceability or
scope of any such Intellectual Property; (D) there has been no action pending or threatened in writing (or to the Company’s
knowledge, threatened orally) by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates
any Intellectual Property or other proprietary rights of others, and neither the Company nor any of its subsidiaries has received
any written notice of such action; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries
has violated any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition
agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the
basis of such violation relates to such employees employment with the Company or any of its subsidiaries or actions undertaken by
the employee while employed with the Company or any of its subsidiaries. The rights of the Company and each of its subsidiaries in
their Intellectual Property are valid, subsisting and enforceable, except as would not reasonably be expected to be material to the
business of the Company and its subsidiaries, taken as a whole. The Company and each of its subsidiaries has taken reasonable steps
to maintain their Intellectual Property and to protect and preserve the confidentiality of all of their trade secrets. To the
Company’s knowledge, there has not been any disclosure or access to any trade secrets of the Company and each of its
subsidiaries by any unauthorized person. The Company and each of its subsidiaries have taken and continue to take commercially
reasonable measures, at least consistent with prevailing industry practice, to ensure that all personal information in their
possession, custody or control is protected against loss and against unauthorized, access, use, modification, disclosure or other
misuse. “Intellectual Property” shall mean any and all rights title and interest in, arising out of, or
associated with any intellectual or intangible property, whether protected, created or arising in any jurisdiction throughout the
world, including the following: (a) issued patents and patent applications (whether provisional or non-provisional), including
divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of
the foregoing, and other Governmental Authority issued indicia of invention ownership (including certificates of invention, petty
patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification
marks, logos, trade dress, slogans, trade names, and other similar indicia of source or origin, together with the goodwill connected
with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing
(“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all
registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d)
internet domain names and social media account or user names (including “handles”), whether or not
Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data
thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and
renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g)
trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical
information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and
proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating
systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data
files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other
intellectual or industrial property and proprietary rights.






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h.       Environmental
Laws. The Company and each subsidiary has complied with all applicable Environmental Laws
(as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not
reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened civil
or criminal litigation, notice of violation, formal administrative proceeding, or investigation, inquiry or information request,
relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of violations, formal
administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had
and would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental
Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the
environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or
order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or
substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the
release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous
waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or
chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened
species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and
safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing,
transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or
substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and
“environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended.


i.                   
Authorizations; Regulatory Compliance. The Company and each of its subsidiaries holds, and is operating in compliance with, all
authorizations, licenses, permits, approvals, clearances, registrations, exemptions, consents, certificates and orders of any governmental
authority and supplements and amendments thereto (collectively, “Authorizations”) required for the conduct
of its business as currently conducted in all applicable jurisdictions and all such Authorizations are valid and in full force and effect,
except for Authorizations the absence of which would not reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any of its subsidiaries has received written notice of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action from any federal, state, local or foreign governmental or regulatory authority (each a “Governmental
Authority”) or third party alleging that any product operation or activity is in material violation of any Authorizations,
nor that any activity conducted by either an employee or any person acting on the Company’s behalf is in violation of applicable
data protection and privacy laws, rules and regulations, as amended from time to time, with respect to the collection, use, processing,
storage, transfer, modification, deletion and/or disclosure of any personal information that is protected under applicable privacy laws
and regulations


j.                   
Title. Neither the Company
nor any of its subsidiaries owns any real property. Each of the Company and its subsidiaries has good and marketable title to all of
its personal property and assets (i) purportedly owned or used by them, or (ii) necessary for the conduct of their business as currently
conducted, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance
which would have a Material Adverse Effect. With respect to properties and assets it leases, each of the Company and its subsidiaries
is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a Material
Adverse Effect.


k.                  
Tax Status. The Company
and each subsidiary has made and filed (taking into account any valid extensions) all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company or such
subsidiary has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all
taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.


l.                    Foreign
Corrupt Practices. Neither the Company and its subsidiaries, nor to the Company’s knowledge, any agent or other person
acting on behalf of the Company or its subsidiaries, has: (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any
provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).






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m.                
Brokers’ Fees. Neither of the Company nor any of its subsidiaries has any liability or obligation to pay any fees or commissions
to any broker, finder or agent with respect to the transactions contemplated by this Agreement, except for the payment of fees to the
Placement Agent as described in Section 2 above.


n.                  
Bad Actor Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company
Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any person listed in the first paragraph of Rule 506(d)(1).


o.                  
Office of Foreign Assets Control. Neither the Company nor any subsidiary nor, to the Company's knowledge, any director, officer,
agent, employee or affiliate of the Company or any subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


p.                  
Money Laundering. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering
Laws”), and no Action by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary,
threatened.


4.
Representations, Warranties and Agreements of the Purchaser. The Purchaser, severally and not jointly with any other Purchaser,
represents and warrants to, and agrees with, the Company, as of any Closing, as applicable, the following:


a.                  
The Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its prospective
investment in the Company, as more fully set forth herein and in the Offering Memorandum, and has carefully reviewed and understands
the risks of, and other considerations relating to, the purchase of Shares and the tax consequences of the investment, and has the ability
to bear the economic risks of the investment. The Purchaser can afford the loss of his, her or its entire investment.


b.                  
The Purchaser is acquiring the Shares for investment for his, her or its own account and not with
the view to, or for resale in connection with, any distribution thereof. The Purchaser understands and acknowledges that the Offering
and sale of the Shares have not been registered under the Securities Act or any state securities laws. The Purchaser further represents
that he, she or it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation
to any third person with respect to any of the Shares. The Purchaser understands and acknowledges that the Offering of the Shares will
not be registered under the Securities Act nor under the state securities laws on the ground that the sale of the Shares to the Purchaser
as provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities
Act and any applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as
expressed herein. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the
SEC under the Securities Act, for the reason(s) specified on the Accredited Investor Certification attached hereto as completed
by Purchaser, and Purchaser shall submit to the Company such further assurances of such status as may be reasonably requested by the
Company. The Purchaser resides in the jurisdiction set forth on the Purchaser’s Omnibus Signature Page affixed hereto. The Purchaser
has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities
Act.






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c.                  
The Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority
in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other related
agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability
company, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed
for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in good standing under the laws
of the state or jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and will
not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to
execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof
and to purchase and hold the Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this
Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity;
or (iii) if executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority
to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate,
corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and such
individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right
and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement constitutes
a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict
with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.


d.                  
The Purchaser understands that
the Shares are being offered and sold to him, her or it in reliance on specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such securities. The Purchaser
further acknowledges and understands that the Company is relying on the representations and warranties made by the Purchaser hereunder
and that such representations and warranties are a material inducement to the Company to sell the Shares to the Purchaser. The Purchaser
further acknowledges that without such representations and warranties of the Purchaser made hereunder, the Company would not enter into
this Agreement with the Purchaser.


e.                  
The Purchaser understands that, other than as expressly
provided in the Registration Rights Agreement, the Company does not currently intend to register the Shares under the Securities Act
at any time in the future; and the undersigned will not immediately be entitled to the benefits of Rule 144 with respect to the Shares.


f.                   The
Purchaser has received, reviewed and understood the information about the Company, including all Transaction Documents, and has had
an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. The
Purchaser understands that such discussions, as well as any Transaction Documents provided by the Company, were intended to describe
the aspects of the Company’s business and prospects and the Offering which the Company believes to be material, but were not
necessarily a thorough or exhaustive description, and except as expressly set forth
in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no
representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such
information may include projections as to the future performance of the Company, which projections may not be realized, may be based
on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser
acknowledges that he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in
making its investment or decision to invest in the Company. Additionally, the Purchaser understands and represents that he, she or
it is purchasing the Shares notwithstanding the fact that the Company may disclose in the future certain material information the
Purchaser has not received, including (without limitation) financial statements of the Company for the current or prior fiscal
periods, and any subsequent period financial statements that may be filed with the SEC, that he, she or it is not relying on any
such information in connection with his, her or its purchase of the Shares and that he, she or it waives any right of action with
respect to the nondisclosure to him, her or it prior to his, her or its purchase of the Shares of any such information. Each
Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment
decision with respect to his, her or its acquisition of the Shares.






    9


     


    

g.                  
The Purchaser acknowledges that none of the Company or its counsel are acting as a financial advisor or fiduciary of the Purchaser (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and no investment
advice has been given by the Company or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby. The Purchaser further represents to the Company that the Purchaser’s decision to enter into the
Transaction Documents has been based solely on the independent evaluation by the Purchaser and the Purchaser’s representatives.


h.                  
As of the applicable Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary
for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Purchaser hereunder shall
have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, constitutes valid and legally binding
obligations of the Purchaser, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the
availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.


i.                    Purchaser
represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it,
nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a
person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on
the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a
non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure
or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company
pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories
(i) through (v), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly
upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money
laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to U.S.
regulators and law enforcement authorities by the Company and its Affiliates and agents of such information about the Purchaser as
the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset
control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the
Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges that if, following
its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser or is otherwise engaged
in suspicious activity or refuses to promptly provide information that the Company requests, the Company has the right or may be
obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable
regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further acknowledges that neither the
Purchaser nor any of the Purchaser’s Affiliates or agents will have any claim against the Company for any form of damages as a
result of any of the foregoing actions.






    10


     


    

j.                   
If the Purchaser is an Affiliate of a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser
receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a
country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct
banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated Affiliate.


k.                  
The Purchaser or its duly authorized representative
realizes that because of the inherently speculative nature of businesses of the kind conducted and contemplated by the Company, the Company’s
financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high degree
of financial and market risk that could result in substantial or, at times, even total losses for investors in securities of the Company.
The Purchaser has carefully read the risk factors included in the Offering Memorandum (the “Risk Factors”)
and other information included in the Offering Documents. The Purchaser has carefully considered such Risk Factors before deciding to
invest in the Shares.


l.                   
The Purchaser has adequate means
of providing for its current and anticipated financial needs and contingencies, is able to bear the economic risk for an indefinite period
of time and has no need for liquidity of the investment in the Shares and could afford complete loss of such investment.


m.                
The Purchaser is not subscribing for Shares as a result
of or subsequent to any advertisement, article, notice or other communication, published in any newspaper, magazine or similar media
or broadcast over television, radio, or the internet, or presented at any seminar or meeting, or any solicitation of a subscription by
a person not previously known to the Purchaser in connection with investments in securities generally.


n.                  
The Purchaser acknowledges that no U.S. federal or state
agency or any other government or governmental agency has passed upon the Shares or made any finding or determination as to the fairness,
suitability or wisdom of any investments therein.


o.                   Other
than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual or
entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short
Sales (as defined below), of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other individual or entity representing the Company setting forth
the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall
only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the
Shares covered by this Agreement. Other than to other individuals or entities party to this Agreement, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this
transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or
warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to
borrow in order to effect Short Sales or similar transactions in the future. For purposes of this Agreement, “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).






    11


     


    

p.                  
The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares and other
activities with respect to the Shares by the Purchaser.


q.                  
All of the information concerning the Purchaser set forth herein, and any other information furnished by the Purchaser in writing to
the Company for use in connection with the transactions contemplated by this Agreement, is true, correct and complete in all material
respects as of the date of this Agreement, and, if there should be any material change in such information prior to the Purchaser’s
purchase of the Shares, the Purchaser will promptly furnish revised or corrected information to the Company.


r.                   
The Purchaser acknowledges that (i) the Transaction Documents contain material, non-public information concerning the Company, and (ii)
the Purchaser is obtaining such material, nonpublic information solely for the purpose of considering whether to purchase the Shares
pursuant to a private placement that is exempt from registration under the Securities Act. The Purchaser agrees to keep such information
confidential and not to disclose it to any other person or entity except the Purchaser’s legal counsel, advisors and other representatives
who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii)
to comply with applicable securities laws with respect to such information.


s.                   
The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Transaction Documents. With respect to such matters, such Purchaser relies solely on such advisors
and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands that it
(and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions
contemplated by the Transaction Documents.


t.                   
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Shares or any use of this Agreement, including (a) the legal requirements within its jurisdiction
for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents
that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of
the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.



    12


     


    




u.                 
(For ERISA plans only) The fiduciary of the Employee Retirement Income Security Act of 1974 (“ERISA”) plan
(the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in
the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities.
The Purchaser fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any
of its Affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan
has not relied primarily on any advice or recommendation of the Company or any of its Affiliates.


v.                  
Neither the Purchaser nor, to the Purchaser’s knowledge, any of its directors, executive officers, other officers that may
serve as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification
Events, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities Act, and disclosed in writing
in reasonable detail to the Company.


w.                
The Purchaser understands that there are substantial
restrictions on the transferability of the Shares and that the certificates or book-entry positions representing the Shares shall bear
a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates
or other instruments):


THE
SHARES REPRESENTED BY THIS [BOOK ENTRY POSITION/CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SHARES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.


In
addition, if any Purchaser is an Affiliate of the Company, certificates or book entry positions evidencing the Shares issued to such
Purchaser may bear a customary “Affiliates” legend.


The
Company shall be obligated to promptly reissue unlegended certificates upon the request of any holder thereof (x) at such time as the
holding period under Rule 144 or another applicable exemption from the registration requirements of the Securities Act has been satisfied
or (y) at such time as a registration statement is available for the transfer of the Shares. The Company is entitled to request from
any holder requesting unlegended certificates under clause (x) of the foregoing sentence an opinion of counsel reasonably acceptable
to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification
or legend.


 






    13


     


    

x.                   If
the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set
forth on such Purchaser’s Omnibus Signature Page to this Agreement; if the Purchaser is a partnership, corporation, limited
liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is
identified in the address or addresses of the Purchaser set forth on such Purchaser’s Omnibus Signature Page to this
Agreement.


y.                  
Each Purchaser purchasing Shares in any Closing represents that it (1) has a substantive, pre-existing relationship with the Company
or (2) has direct contact by the Company or its Placement Agent outside of the Offering and (3) was not identified or contacted through
the marketing of the Offering and (4) did not independently contact the Company as a result of general solicitation by means of any press
release or any other public disclosure disclosing the material terms of the Offering.


z.                  
To effectuate the terms and provisions hereof, the Purchaser hereby appoints the Placement Agent as its attorney-in-fact (and the Placement
Agent hereby accepts such appointment) for the purpose of carrying out the provisions of the Escrow Agreement by and between the Company,
the Placement Agent and Delaware Trust Company (the “Escrow Agreement”) including, without limitation, taking
any action on behalf of, or at the instruction of, the Purchaser and executing any release notices required under the Escrow Agreement
and taking any action and executing any instrument that the Placement Agent may deem necessary or advisable (and lawful) to accomplish
the purposes hereof. All acts done under the foregoing authorization are hereby ratified and approved and neither the Placement Agent
nor any designee nor agent thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake
of fact or law except for acts of gross negligence or willful misconduct. This power of attorney, being coupled with an interest, is
irrevocable while the Escrow Agreement remains in effect.


5.
Conditions to Company’s Obligations at the applicable Closing. The Company’s obligation to complete the sale
and issuance of the Shares and deliver the Shares to each Purchaser, individually, at the applicable Closing shall be subject to the
following conditions to the extent not waived by the Company:


a.                  
Receipt of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately
available funds, in the full amount of the purchase price for the number of Shares being purchased by such Purchaser at such Closing.


b.                  
Representations and Warranties. The representations and warranties made by the Purchaser in Section 3 hereof and each Purchaser
in Section 3 of the applicable Subscription Agreement with respect to such Closing shall be true and correct in all respects when made,and
shall be true and correct in all respects on the applicable Closing date with the same force and effect as if they had been made on and
as of said date.


c.                  
Performance. The Purchaser shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the applicable Closing.


d.                  
Receipt of Executed Documents. Each Purchaser participating in such Closing shall have executed and delivered to the Company the
duly executed Subscription Documents.





e.                  
Minimum Offering. In connection with the Initial Closing only, the Initial Closing shall be at least for the number of shares
of Common Stock in the Minimum Offering Amount at the Purchase Price.






    14


     


    

 


6.
Conditions to Purchasers’ Obligations at the applicable Closing. Each Purchaser’s obligation to accept delivery
of the Shares and to pay for the Shares at the applicable Closing shall be subject to thefollowing conditions to the extent not waived
by the holders of at least a majority of the Shares to be purchased at such Closing:


a.                  
Representations and Warranties. The representations and warranties made by the Company in Section 3 hereof shall be true and correct
in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material
Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and
as if made on, the date of this Agreement and as of such Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty shall be true and in all material respects correct as of
such earlier date (except in each case to the extent any such representation and warranty is qualified by materiality or reference to
Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified).


b.                  
Performance. The Company shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the applicable Closing.


c.                  
Receipt of Executed Transaction Documents. The Company shall have executed and delivered to the Purchaser the Registration Rights
Agreement and the Escrow Agreement.


d.                  
Minimum Offering. In connection with the Initial Closing only, the Initial Closing shall be at least for the number of shares
of Common Stock in the Minimum Offering Amount at the Purchase Price.


e.                  
Good Standing. The Company and each of its subsidiaries is a corporation or other business entity duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its formation.


f.                   
Judgments. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including
any bankruptcy court or judge, or any order of or by any Governmental Authority, shall have been issued, and no action or proceeding
shall have been instituted by any Governmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby.


g.                  
Issuance in Compliance with Laws. The sale and issuance of the Shares shall be legally permitted by all laws and regulations to
which the Company is subject.


h.                  
No Material Adverse Effect. Since the date of the Offering Memorandum , there shall not have occurred any effect, event, condition
or circumstance (including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding)
that individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably
be expected to have, a Material Adverse Effect or which could adversely affect the Company’s ability to perform its respective
obligations under this Agreement or any of the other Transaction Documents.


i.                   
Qualifications. All authorizations, approvals or permits, of any governmental authority or regulatory body of the United States
or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement at each Closing
shall be obtained and effective as of such Closing except for Blue Sky law permits and qualifications that may be properly obtained after
such Closing.



    15


     


    

j.                   
Certificate. At each applicable Closing, an executive officer of the Company shall have duly executed and delivered or caused to be delivered
to the Placement Agent a certificate addressed to the Purchaser and the Placement Agent certifying as to the satisfaction of the conditions
set forth in Section 6(a) and Section 6(b) as of the applicable Closing Date


k                    
Delivery of Securities. At the applicable Closing, to the extent requested by the Purchaser, the Company shall have delivered or caused
to be delivered to the Purchaser evidence of the book-entry issuance of the Shares purchased by such Purchaser as set forth on the applicable
Purchaser’s Omnibus Signature Page, duly executed, to the extent applicable, by the proper officers of the Company and registered
in the name of the Purchaser or its designee.


l.                 
Compliance with Laws. The sale and issuance of
the Shares, shall be legally permitted by all laws and regulations to which the Company is subject.


7.
Indemnification.


a.                  
The Company agrees to indemnify and hold harmless the Purchaser, and its directors, officers, stockholders, members, partners, employees
and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such
title or any other title), each person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other persons with
a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling
person (collectively, the “Purchaser Indemnitees”), from and against all losses, liabilities, claims, damages,
costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending
against any litigation commenced or threatened) based upon or arising out of the Company’s breach of any representation, warranty
or covenant contained herein or in the Offering Memorandum; provided, however, that the Company will not be liable in any such case to
the extent and only to the extent that any such loss, liability, claim, damage, cost, fee or expense arises out of or is based upon the
inaccuracy of any representations made by such indemnified party in this Agreement or in the Offering Memorandum, or the failure of such
indemnified party to comply with the covenants and agreements contained herein. The liability of the Company under this paragraph shall
not exceed the total Purchase Price paid by the Purchaser hereunder, except in the case of fraud.


b.                   Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any Action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under this Section 6 except to the extent the indemnified party is
actually prejudiced by such omission. In case any such Action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, if the
defendants in any such Action include both the indemnified party and the indemnifying party and either (i) the indemnifying party or
parties and the indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the
indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct due to actual
or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such Action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such Action and approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this Section 7 for any reasonable legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed
counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in such
circumstance), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the Action or (iii) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall (i)
without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or
compromise or consent to the entry of any judgment with respect to any pending or threatened Action in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such Action) unless such settlement, compromise or consent requires only the payment of money damages, does not subject the
indemnified party to any continuing obligation or require any admission of criminal or civil responsibility, and includes an
unconditional release of each indemnified party from all liability arising out of such Action, or (ii) be liable for any settlement
of any such Action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its
written consent or if there be a final judgment of the plaintiff in any such Action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.






    16


     


    

c.                  
Purchaser acknowledges on behalf of itself and each Purchaser Indemnitee that, other than for actions seeking specific performance of
the obligations under this Agreement or in the case of fraud, the sole and exclusive remedy of the Purchaser and the Purchaser Indemnitee
with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Section
7.


8.      
Revocability; Binding Effect. The subscription hereunder may be revoked prior to the Closing thereon, provided that written
notice of revocation is sent and is received by the Company or a Placement Agent at least one Business Day prior to the applicable Closing
on such subscription. The Purchaser hereby acknowledges and agrees that this Agreement shall survive the death or disability of the Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives
and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several
and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding upon each such
person and such person’s heirs, executors, administrators, successors, legal representatives and permitted assigns. For the purposes
of this Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York
City are open for the general transaction of business.


9.      
Miscellaneous.


a.                  
Modification. This Agreement shall not be amended, modified or waived except by an instrument in writing signed by the Company
and the holders of at least a majority of the then held Shares. Any amendment, modification or waiver effected in accordance with this
Section 9(a) shall be binding upon the Purchaser and each transferee of the Shares, each future holder of all such Shares, and the Company.


 


b.                   Immaterial
Modifications to the Registration Rights Agreement. The Company and the Placement Agent may, at any time prior to the Initial
Closing, amend the Registration Rights Agreement, if necessary and not material, to clarify any provision therein, without first
providing notice or obtaining prior consent of the Purchaser.


c.       Notices.
Any notice, consents, waivers or other communication required or permitted to be given hereunder shall be in writing and will be deemed
to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when sent by certified mail, return receipt requested,
postage prepaid; (iii) when sent, if by e-mail, (provided that such sent e-mail is kept on file (whether electronically or otherwise)
by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server
that such e-mail could not be delivered to such recipient); or (iv) one (1) Business Day after deposit with a nationally recognized overnight
courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. For the purposes
of this Agreement. The addresses and email addresses for such communications shall be:


(a)   
if to the Company, at


Odyssey
Semiconductor Technologies, Inc.


9
Brown Road


Ithaca,
NY 14850


Attn:
Alex Behfar, CEO


Email:
alex@odysseysemi.com


(b)   
if to the Purchaser, at the address set forth on the Omnibus Signature Page hereof (or, in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this Section). Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address
which shall be deemed given at the time of receipt thereof.






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d.       Assignability.
This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser, and the transfer
or assignment of the Shares shall be made only in accordance with all applicable laws.


e.       Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to
the principles thereof relating to the conflict of laws.


f.       Arbitration.
All disputes arising out of or in connection with this


Agreement
shall be submitted to the American Arbitration Association (“AAA”) and shall be finally settled under the Rules of Arbitration
of the AAA by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be New York, New York.


g.       Form
D; Blue Sky Qualification. The Company agrees to timely file a Form D with respect to the Shares and to provide a copy thereof, promptly
upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to
obtain an exemption for, or to qualify the Shares for, sale to the Purchaser at such Closing under applicable securities or “Blue
Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.





h.                  
Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


i.                   
This Agreement, together with the Registration Rights Agreement, the Offering Memorandum and all exhibits, schedules and attachments
hereto and thereto and any confidentiality agreement between the Purchaser and the Company, constitute the entire agreement between the
Purchaser and the Company with respect to the Offering and supersede all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.


j.                   
Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated
hereby are consummated.


k.                  
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages that contain copies of an executed
signature page such as in .pdf format shall constitute effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes.


l.                   
Each provision of this Agreement shall be considered separable and, if for any reason any provision
or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation
of or affect the remaining portions of this Agreement.


m.                
Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.


n.                  
The Purchaser understands and acknowledges that there may be multiple Closings for the Offering.






    18


     


    

o.                  
The Purchaser hereby agrees to furnish the Company such other information as the Company may request prior to the applicable Closing
with respect to its subscription hereunder.


p.                  
The representations and warranties of the Company and each Purchaser contained in or made pursuant
to this Agreement shall survive the execution and delivery of this Agreement for a period of one (1) year from the date of the initial
Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers
or the Company.


q.                  
Omnibus Signature Page. This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement.
Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby agreed that the
execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall constitute agreement
to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect
as if each of such separate but related agreement were separately signed.


r.                    Public
Disclosure. Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee, Affiliate,
Affiliated person or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements or make
any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue any
press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without the
Company’s express prior approval (which may be withheld in the Company’s sole discretion), except to the extent such
disclosure is required by law, request of the staff of the SEC or of any regulatory agency or principal trading market
regulations.


s.                   
Independent Nature of Each Purchaser’s Obligations and Rights. For avoidance of doubt, the obligations of the Purchaser
under this Agreement are several and not joint with the obligations of any other Purchaser, and the Purchaser shall not be responsible
in any way for the performance of the obligations of any other Purchaser under any other Subscription Agreement. Nothing contained herein
and no action taken by the Purchaser shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture, or
any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated by this Agreement and any other Subscription Agreements. The Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.


l.                   
Third-Party Beneficiary. The Placement Agent
shall be an express third-party beneficiary of the representations and warranties of the Company and the Purchaser included in Sections
3 and 4 of this Agreement. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except as otherwise set forth in
Section 7 and this Section 9t.


[Signature
page follows.]



    19


     


    




IN
WITNESS WHEREOF, the Company has duly executed this Agreement as of the ____ day of _________, 2021.


ODYSSEY
SEMICONDUCTOR TECHNOLOGIES, INC.


By:
__________________________ 


Name:
Alex Behfar


Title:
Chief Executive Officer






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ODYSSEY
SEMICONDUCTOR TECHNOLOGIES, INC.


OMNIBUS
SIGNATURE PAGE TO


SUBSCRIPTION
AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


The
undersigned, desiring to: (i) enter into the Subscription Agreement, dated as of_________________,1 2021 (the “Subscription
Agreement”), between the undersigned, Odyssey Semiconductor Technologies, Inc. a Delaware corporation (the “Company”),
and the other parties thereto, in or substantially in the form furnished to the undersigned, (ii) enter into the Registration Rights
Agreement (the “Registration Rights Agreement”), among the undersigned, the Company and the other parties thereto, in or
substantially in the form furnished to the undersigned and (iii) purchase the Shares of the Company’s securities as set forth in
the Subscription Agreement and below, hereby agrees to purchase such Shares from the Company and further agrees to join the Subscription
Agreement and the Registration Rights Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be
bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations
section in the Subscription Agreement entitled “Representations and Warranties of the Purchaser” and hereby represents that
the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.


IN
WITNESS WHEREOF, the Purchaser hereby executes the Subscription Agreement.





_____________

1 Will reflect the Closing Date. Not
to be completed by Purchaser.

 



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ACCREDITED
INVESTOR CERTIFICATION


ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC.

ACCREDITED INVESTOR CERTIFICATION


For
Individual Investors Only


(all
Individual Investors must INITIAL where appropriate):


By
initialing you certify that:


For
Individual Investors Only


		Initial
                          ___________	I
                                            have a net worth, or joint net worth with my spouse or spousal equivalent, of more than US$1,000,000.
                                            (“Net worth” means the excess of total assets at fair market value (including
                                            personal and real property,but excluding the estimated fair market value of your primary
                                            home) over total liabilities. "Total liabilities" excludes any mortgage on
                                            the primary home in an amount of up to the home's estimated fair market value as long as
                                            the mortgage was incurred more than 60 days before the Shares are purchased, but includes
                                            (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount
                                            that was borrowed during the 60-day period before the closing date for the sale of the Shares
                                            for the purpose of investing in the Shares. “Spousal equivalent” means a cohabitant
                                            occupying a relationship generally equivalent to that of a spouse. “Joint net worth”
                                            is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need
                                            to be held jointly to be included in the calculation.)



		Initial
                          ___________	I
                                            have had an individual income in excess of US$200,000 in each of the two most recent calendar
                                            years, or joint income with my spouse or spousal equivalent in excess of US$300,000 in each
                                            of those years, and have a reasonable expectation of reaching the same income level in the
                                            current calendar year. (“Income” means annual adjusted gross income, as
                                            reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest
                                            income received; (ii) the amount of losses claimed as a limited partner in a limited partnership;
                                            (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement
                                            plan; (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross
                                            income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as
                                            amended.)



		Initial
                          ___________	I
                                            hold in good standing one of the following professional licenses: the General Securities
                                            Representative license (Series 7), the Private Securities Offerings Representative license
                                            (Series 82), or the Investment Adviser Representative license (Series 65).



Initial
___________ I am a director or executive officer of Odyssey Semiconductor Technologies, Inc..


For
Non-Individual Investors (Entities)


(all
Non-Individual Investors must INITIAL where appropriate):


The
investor is:


		Initial
                          ___________	A
                                            bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association
                                            or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting
                                            in an individual or a fiduciary capacity.



Initial
___________ A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.


		Initial
                          ___________	An
                                            investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940
                                            or registered pursuant to the laws of a state.



		Initial
                          ___________	An
                                            investment adviser relying on the exemption from registering with the SEC under Section 203(l)
                                            or (m) of the Investment Advisers Act of 1940.



Initial
___________ An insurance company, as defined in Section 2(a)(13) of the Securities Act.


		Initial
                          ___________	An
                                            investment company registered under the Investment Company Act of 1940 or a business development
                                            company, as defined in Section 2(a)(48) of that act.



 


 



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		Initial
                          ___________	A
                                            Small Business Investment Company licensed by the U.S. Small Business Administration under
                                            Section 301(c) or (d) of the Small Business Investment Act of 1958.



Initial
___________ A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Act.


		Initial
                          ___________	A
                                            plan established and maintained by a state, its political subdivisions or any agency or instrumentality
                                            of a state or its political subdivisions for the benefit of its employees, if the plan has
                                            total assets in excess of US$5 million.



		Initial
                          ___________	An
                                            employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
                                            Act of 1974, if the investment decision is being made by a plan fiduciary, as defined in
                                            Section 3(21) of such act, and the plan fiduciary is either a bank, a savings and loan association,
                                            an insurance company, or a registered investment adviser, or if the employee benefit plan
                                            has total assets in excess of US$5 million, or if the employee benefit plan is a self-directed
                                            plan in which investment decisions are made solely by persons that are accredited investors.



		Initial
                          ___________	A
                                            private business development company, as defined in Section 202(a)(22) of the Investment
                                            Advisers Act of 1940.



		Initial
                          ___________	A
                                            corporation, Massachusetts or similar business trust, partnership, or limited liability company
                                            or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                            amended, that was not formed for the specific purpose of acquiring the Securities, and that
                                            has total assets in excess of US$5 million.



		Initial
                          ___________	A
                                            trust with total assets in excess of US$5 million not formed for the specific purpose of
                                            acquiring the Securities, whose purchase is directed by a sophisticated person as described
                                            in Rule 506(b)(2)(ii) under the Securities Act.



		Initial
                          ___________	An
                                            entity in which all of the equity owners (whether entities themselves or natural persons)
                                            are accredited investors and meet the criteria listed in either this Section 5 or Part I,
                                            Section 6 of this Questionnaire. Please also see "Additional Questions for Certain Accredited
                                            Investors" below.



		Initial
                          ___________	An
                                            entity of a type not listed above, that is not formed for the specific purpose of acquiring
                                            the Securities and owns investments in excess of US$5 million. For purposes of this clause,
                                            "investments" means investments as defined in Rule 2a51-1(b) under the Investment
                                            Company Act of 1940.



		Initial
                          ___________	A
                                            family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940,
                                            that (i) has assets under management in excess of US$5 million; (ii) is not formed for the
                                            specific purpose of acquiring the Securities and (iii) has a person directing the prospective
                                            investment who has such knowledge and experience in financial and business matters so that
                                            the family office is capable of evaluating the merits and risks of the prospective investment.



		Initial
                          ___________	A
                                            family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940,
                                            of a family office meeting the requirements of the immediately preceding clause and whose
                                            prospective investment in the Issuer is directed
by that family office pursuant to subclause (iii) of the immediately preceding clause.



 






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