EXHIBIT 10.3


 


Confidential


  


FORM OF


 Registration
Rights Agreement


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into effective as of ____________, 2022, among Odyssey Semiconductor
Technologies, Inc., a Delaware corporation (the “Company”) and the persons who have purchased the Bridge Notes
(as defined below) (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized
terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.


 


RECITALS:


 


WHEREAS, the Company has
offered and sold in compliance with Rule 506(b) of Regulation D promulgated under the Securities Act to accredited investors in a private
placement offering (the “Offering”) certain Bridge Notes that are convertible into shares of common stock of
the Company, par value $0.0001 per share, pursuant to that certain Subscription Agreement entered into by and between the Company and
each of the subscribers for the Bridge Notes set forth on the signature pages affixed thereto (the “Subscription Agreement”);
and


 


WHEREAS, the Company has
agreed to enter into a registration rights agreement with each of the Purchasers in the Offering who purchased the Bridge Notes.


 


Now,
Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein,
the parties mutually agree as follows:


 


1.   
        Certain Definitions. As used in this Agreement, the following terms shall have the following
respective meanings:


 


“Approved Market”
means the OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.


 


“Blackout Period”
means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,
or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which
is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration
and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to
such registration statement in the circumstances described in Section 4(h) below, would be seriously detrimental to the Company and its
stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination
described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material
non-public information resulting in the Blackout Period is disclosed to the public or, in the sole discretion of the Company, ceases to
be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new
or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more
than thirty (30) consecutive Trading Days and aggregate Blackout Periods shall not exceed sixty (60) Trading Days in any twelve (12) month
period.


 



     


     


    

 


“Business Day”
means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized
to close.


 


“Commission”
means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend
or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of
the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company
is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation,
reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of
the total voting power of such other corporation.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all
of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 


“Filing Date”
means the date that the Registration Statement is initially filed with the SEC.


 


“Holder”
means each Purchaser or any of such Purchaser’s respective successors and Permitted Assignees who acquire rights in accordance with
this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted.


 


“Majority Holders”
means, at any time, Holders of a majority of the Registrable Securities then outstanding.


 


“Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect
to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company,
its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party,
any Family Member of such party, (e) an entity or trust that is controlled by, controls, or is under common control with a transferor,
(f) a party to this Agreement, or (g) a person approved by the Company in its reasonable discretion.


 



     


     


    

 


“Note Shares”
means the shares of Common Stock issuable to the Purchasers on conversion of the Bridge Notes that are being offered pursuant to the Subscription
Agreement and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and
filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable Securities”
means the Note Shares, but excluding any otherwise Registrable Securities that (i) have been sold pursuant to a registration statement
or Rule 144 of the Securities Act, or (ii) may be sold at the time pursuant to Rule 144 under the Securities Act without restriction,
including manner of sale, current information requirements or volume limitations. .


 


“Registration Effectiveness
Date” means the date that is ninety (90) calendar days after the Registration Filing Date.


 


“Registration Filing
Date” means the date that is sixty (60) calendar days after the final closing of the Offering.


 


“Registration Statement”
means the registration statement that the Company is required to file pursuant to Section 3(a) of this Agreement to register the Registrable
Securities.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


“SEC Effective Date”
means the date the Registration Statement is declared effective by the Commission.


 



     


     


    

 


“Trading Day”
means any day on which such national securities exchange, the OTC Markets Group or such other securities market or quotation system, which
at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.


 


2.             Term.
This Agreement shall terminate with respect to each Holder on the earlier of: (i) the date that is two (2) years from the SEC Effective
Date and (ii) the date on which all Registrable Securities held by such Holder have been sold. Notwithstanding the foregoing, Section
3, Section 5(d), Section 6, Section 8, Section 9 and Section 11 shall survive the termination of this Agreement.


 


3.             Registration.


 


Registration on Form S-1.
The Company shall file with the Commission a Registration Statement on Form S-1, or any other form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available the resale by the Holders of all of the Registrable
Securities, and the Company shall (i) use its commercially reasonable efforts to make the initial filing of the Registration Statement
with the Commission no later than the Registration Filing Date, (ii) use its commercially reasonable efforts to cause such Registration
Statement to be declared effective no later than the Registration Effectiveness Date and (iii) use its commercially reasonable efforts
to keep such Registration Statement effective for a period of two (2) years after the SEC Effective Date or for such shorter period ending
on the date on which all Registrable Securities have been sold (the “Effectiveness Period”); provided,
however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this
Section, or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would
be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction
or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where
it has not already done so; and provided further, the Company shall be entitled to suspend the effectiveness of the Registration Statement
at any time prior to the expiration of the Effectiveness Period during a Blackout Period. Notwithstanding the foregoing, in the event
that the Staff should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company
may remove from the Registration Statement Registrable Securities, on a pro rata basis among the holders thereof (such Registrable Securities,
the “Reduction Securities”). In such event, the Company shall give the Purchasers prompt notice of the number
of Registrable Securities excluded therefrom. The Company shall use its commercially reasonable efforts at the first opportunity that
is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities)
using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to
cause each such registration statement to be declared effective under the Securities Act as soon as possible and shall use its commercially
reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness
Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any
time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages
shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by
reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that
the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means.
Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays
the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent
of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth
above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.


 



     


     


    

 


(a)       If
the Company receives a written notice from the Holders of at least 50% of the Registrable Securities then outstanding that they desire
to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering or a block trade, the
Company shall use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such
an offering of the Registrable Securities (a “Secondary Offering”). The underwriter(s) or investment bank(s)
will be selected by the Company and shall be reasonably acceptable to the Holders of a majority of the Registrable Securities providing
such notice. All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement
or other agreement(s), including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s)
selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the
selling Holders. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting
agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment
bank(s) and the selling Holders. Notwithstanding any other provision of this Section 3(a), if the underwriter(s) or investment bank(s)
advise(s) such Holders that marketing factors require a limitation on the number of shares to be offered in the Secondary Offering, then
the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such
Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in
proportion (as nearly as practicable) to the number of Registrable Securities owned by each such Holder or in such other proportion as
shall mutually be agreed to by all such selling Holders; and (ii) second to all other holders of securities included in the Secondary
Offering.


 


4.             Registration
Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement.
At its expense with respect to the Registration Statement, the Company will:


 


(a)       prepare
and file with the Commission with respect to the Registrable Securities, a Registration Statement in accordance with Section 3 hereof,
and use its commercially reasonable efforts to cause such Registration Statement to become effective and to remain effective for the Effectiveness
Period;


 


(b)       not
name any Holder in the Registration Statement as an underwriter without that Holder’s prior written consent;


 



     


     


    

 


(c)       if
the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of
any comments to the satisfaction of the Commission;


 


(d)       prepare
and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(e)       not
less than four (4) Trading Days prior to filing a Registration Statement or any related prospectus or any amendment or supplement thereto,
the Company shall furnish to the Holders that hold at least 5% of the total number of Registrable Securities (appropriately adjusted for
any stock split, dividend, combination or other recapitalization) copies of or a link to all such documents proposed to be filed (other
than those incorporated by reference) and duly consider any comments timely provided by the Holders;


 


(f)       furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such
Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto
as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including
each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably request,
in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may reasonably require to consummate
the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period; provided that the Company
shall have no obligation to furnish any document pursuant to this clause that is available on the Electronic Data Gathering, Analysis,
and Retrieval (“EDGAR”) system;


 


(g)       use
its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions
within the United States as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may
be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration Statement
is deemed effective by the Commission) and do any and all other acts and things reasonably necessary to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction
where it has not already done so;


 


(h)       as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of which requires
delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or
supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company
shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate
reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall
not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading, unless suspension of the use of
such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be
furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period; provided that any and all information
provided to the Holder pursuant to such notification shall remain confidential to each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law;


 



     


     


    

 


(i)       comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with
all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration
Statement;


 


(j)       as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant
to the Registration Statement of the issuance by the Commission or any other federal or state governmental authority of any stop order
or other suspension of effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;


 


(k)       use
its commercially reasonable efforts to cause the shares of Common Stock to be quoted or listed on an Approved Market;


 


(l)       as
applicable, submit a listing application with an Approved Market no later than the Registration Filing Date, to the extent it believes
it will satisfy the listing standards of such Approved Market or, as applicable, in the event the Company does not believe it will satisfy
such listing standards, file a Form 15c2-11 with the Financial Industry Regulatory Authority (“FINRA”) no later
than the SEC Effective Date;


 


(m)       provide
a DWAC eligible transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times and cooperate
with the Holders to facilitate the timely preparation and delivery of the Registrable Securities to be delivered to a transferee pursuant
to the Registration Statement (whether electronically or in certificated form) which Registrable Securities shall be free, to the extent
permitted by the Subscription Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any such Holders may request;


 


(n)       cooperate
with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause its transfer
agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the Registration Statement within
a reasonable time after the delivery of certificates representing the Registrable Securities to the transfer agent or the Company, as
applicable, and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in
such names as the Holders may request;


 



     


     


    

 


(o)       notify
the Holders and their counsel as promptly as reasonably possible and (if requested by any such Person) confirm such notice in writing
no later than one (1) Trading Day following the day: (i)(A) when a prospectus or any prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “no review,”
“review” or a “completion of a review” of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to the Holders as a selling stockholder, but not information which the Company believes would
constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment,
when the same has been declared effective, provided, however, that such notice under this clause (C) shall be delivered to each Holder;
(ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or prospectus or for additional information that pertains to the Holders as selling stockholders; (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (iv) of the occurrence of
any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein
or any statement made in a Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to a Registration Statement, prospectus or other documents so that, in the
case of a Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; or (v) of the occurrence or existence of any pending corporate development with respect to
the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest
of the Company to allow continued availability of a Registration Statement or prospectus, provided, however, in no event
shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of
its subsidiaries;


 


(p)       during
the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting
to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders
to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act;


 


(q)       use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;


 



     


     


    

 


(r)       cooperate
with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by
such filing within two (2) Trading Days of the request therefor; and


 


(s)       take
all other commercially reasonable actions necessary to enable, expedite, or facilitate the Holders to dispose of the Registrable Securities
by means of the Registration Statement during the term of this Agreement.


 


5.             Obligations
of the Holders.


 


(a)       Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(h) hereof
or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration
Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(h) hereof
or notice of the end of the Blackout Period.


 


(b)       The
Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company in connection with
the preparation of any registration statement, including amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section 3(a) of this Agreement and in connection with the Company’s
obligation to comply with federal and applicable state securities laws, including a completed questionnaire (a “Selling Securityholder
Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.


 


(c)       Each
Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing
of its election to exclude all of its Registrable Securities from such Registration Statement.


 


6.             Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation,
all registration, filing, stock exchange fees, printing expenses, any FINRA filing fees, all fees and expenses of complying with applicable
securities laws, and the fees and disbursements of counsel for the Company and of the Company’s independent accountants; provided,
that, in any underwritten registration or other Secondary Offering, the Company shall have no obligation to pay any underwriting discounts,
selling commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders thereof, which underwriting
discounts, selling commissions and transfer taxes shall be borne by such Holders. Except as provided in this Section 6 and Section 8 of
this Agreement, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder or for any
other fees, disbursements and expenses incurred by Holders not specifically agreed to in this Agreement.


 



     


     


    

 


7.             Assignment
of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided,
however, that any Holder may assign its rights under this Agreement without such consent (a) to a Permitted Assignee as long as
(i) such transfer or assignment is effected in accordance with applicable securities laws; (ii) such transferee or assignee agrees in
writing to become bound by and subject to the terms of this Agreement; and (iii) such Holder notifies the Company in writing of such transfer
or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which
such rights are being transferred or assigned; or (b) as otherwise permitted under the Subscription Agreement. The Company may not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto (other than by merger
or consolidation or to an entity which acquires the Company including by way of acquiring all or substantially all of the Company’s
assets).


 


8.             Indemnification.


 


(a)       In
the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and
hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, employees and agents and each other
person, if any, who controls or is under common control with such Holder within the meaning of Section 15 of the Securities Act (collectively,
the “Holder Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, and
expenses to which the Holder Indemnified Parties may become subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement prepared and
filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein
a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they were made
not misleading, and the Company shall reimburse the Holder Indemnified Parties for any legal or any other expenses reasonably incurred
by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided,
however, that the Company shall not be liable in any such case (i) to the extent, but only to the extent, that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises solely out of or is solely based upon (x) an untrue statement
in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement
in reliance upon and in conformity with written information included in the Selling Securityholder Questionnaire, furnished by a Holder
or its representative (acting on such Holder’s behalf) to the Company expressly for use in the preparation thereof or (y) the failure
of a Holder to comply with the covenants and agreements contained in Section 5 hereof respecting the sale of Registrable Securities; or
(ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable
Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final
prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person
because of the failure of such Holder to so provide such amended preliminary or final prospectus and the untrue statement or omission
of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus
as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Holder Indemnified Parties and shall survive the transfer of such shares by the Holder.


 



     


     


    

 


(b)       As
a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees, severally
and not jointly, to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law,
the Company, each of its directors, officers, partners, and each underwriter, if any, and each other person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several,
to which the Company or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
solely out of or are solely based upon any untrue statement of a material fact or any omission of a material fact required to be stated
in any registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or necessary
to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is included
or omitted in reliance upon and in conformity with written information included in the Selling Securityholder Questionnaire, furnished
by the Holder or its representative (acting on such Holder’s behalf) to the Company expressly for use in the preparation thereof,
and such Holder shall reimburse the Company, and its directors, officers, partners, and any such controlling persons for any legal or
other expenses reasonably incurred by them in connection with investigating, defending, or settling any such loss, claim, damage, liability,
action, or proceeding; provided, however, that any indemnity obligation contained in this Section 8(b) shall in no event
exceed the amount of the net proceeds received by such Holder as a result of the sale of such Holder’s Registrable Securities pursuant
to such registration statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.


 


(c)       Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this
Section 8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the indemnifying party of the commencement of such action; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section,
except to the extent that the indemnifying party is actually prejudiced by such failure to give notice in any material respect. In case
any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict
of interest between such indemnified party and indemnifying parties may exist or the indemnified party may have defenses not available
to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the
assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs
of investigation. Neither an indemnified party nor an indemnifying party shall be liable for any settlement of any action or proceeding
effected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary set
forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own
expense, counsel with respect to the defense of a claim. Each indemnified party shall furnish such information regarding itself or the
claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense
of such claim and litigation resulting therefrom.


 



     


     


    

 


(d)       If
an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case of the expense
reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b) shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expenses,
losses, damages, or liabilities are incurred.


 


(e)       If
the indemnification provided for in Sections 8(a) or 8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability,
claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault of the indemnifying party
on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission),
or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified
party than the amount hereinafter calculated, then in such proportion as is appropriate to reflect not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one
hand and the indemnified party on the other, as well as any other relevant equitable considerations. Notwithstanding any other provision
of this Section 8(e), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received
by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement exceeds the amount of damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement of a material fact or omission, except
in the case of fraud or willful misconduct. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.


 


(f)       The
indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the indemnifying parties may have
to the indemnified parties and are not in diminution or limitation of the indemnification provisions under the Subscription Agreement.


 


9.             Rule
144. Following the SEC Effective Date, the Company will use its commercially reasonable efforts to timely file all reports required
to be filed by the Company after the date hereof under the Exchange Act and the rules and regulations adopted by the Commission thereunder,
and if the Company is not required to file reports pursuant to such sections, it will prepare and furnish to the Purchasers and make publicly
available in accordance with Rule 144(c) such information as is required for the Purchasers to sell shares of Common Stock under Rule
144.


 



     


     


    

 


10.           Independent
Nature of Each Purchaser’s Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not
joint with the obligations of any other Purchaser, and each Purchaser shall not be responsible in any way for the performance of the obligations
of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant hereto, shall be deemed
to constitute such Purchasers 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. Each 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.


 


11.           Miscellaneous.


 


(a)       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of
Delaware, both substantive and remedial, without regard to Delaware conflicts of law principles. Any judicial proceeding brought against
either of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in
the state or federal courts located in the State of Delaware and, by its execution and delivery of this Agreement, each party to this
Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person
other than the parties to this Agreement.


 


(b)       Remedies.
Except as otherwise specifically set forth herein with respect to a Registration Event, in the event of a breach by the Company or by
a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific
performance of its rights under this Agreement. Except as otherwise specifically set forth herein with respect to a Registration Event,
the Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(c)       No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than
the Registrable Securities. Other than the Registration Statement for the Registrable Securities, the Company shall not file any other
registration statements, other than on Forms S-4 or S-8 or their then equivalents or such registration statements that may be necessary
to effect the raising of $5,000,000 or more in a comtemplated equity offering that would trigger conversion of the Bridge Notes, until
all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided
that this Section shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.


 



     


     


    

 


(d)       Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within
fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 11(d) after the
Effectiveness Period or that are eligible for resale pursuant to Rule 144 (without volume restrictions, current public information requirements
or any other material restrictions) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective
Registration Statement that is available for resales or other dispositions by such Holder or otherwise cease to be deemed “Registrable
Securities.”


 


(e)       Subsequent
Registration Rights. Until the Registration Statement required hereunder is declared effective by the Commission, the Company shall
not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written
consent of Holders representing no less than a majority of the outstanding Registrable Securities.


 


(f)       Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,
Permitted Assignees, executors and administrators of the parties hereto.


 


(g)       No
Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement,
into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof.


 



     


     


    

 


(h)       Entire
Agreement. This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant
hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof.


 


(i)       Notices,
etc. All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally
recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate
address by hand or by nationally recognized overnight courier service (costs prepaid); (c) the date of transmission if sent by e-mail
with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., New York
City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a
day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of email 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 recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee,
if sent by certified mail, return receipt requested, postage prepaid; or (e) seven (7) days after the placement of the notice into the
mails (first class postage prepaid), to the party at the address or e-mail address furnished by the such party,


 


If to the Company, to:


 


Mark Davidson, Chief
Executive Officer


Odyssey Semiconductor Technologies, Inc.


9 Brown Road, Ithaca, NY 14850


Telephone: (607) 351-9768


 


if to a Holder, to:


 


such Holder at the address set forth on the signature page hereto
or the Company’s records;


 


or at such other address as any
party shall have furnished to the other parties in writing in accordance with this Section 11(i).


 


(j)       Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on
the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall
be cumulative and not alternative.


 



     


     


    

 


(k)       Counterparts.
This Agreement may be executed in any number of counterparts, and with respect to any Purchaser, by execution of an Omnibus Signature
Page to this Agreement and the Subscription Agreement, each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which
contains a copy of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail
of an executed signature page such as a .pdf signature page were an original thereof.


 


(l)       Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


(m)       Amendments.
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority
Holders; provided that this Agreement may not be amended and the observance of any term hereof may not be waived with respect to any Holder
without the written consent of such Holder unless such amendment or waiver applies to all Holders in the same fashion. The Purchasers
acknowledge that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights
of the Purchasers under this Agreement.


 


[company
signature page follows]


 






     


     


    

 


This Registration Rights Agreement
is hereby executed as of the date first above written.


 


	 	THE COMPANY:
	 	 
	 	ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	 	Mark Davidson, CEO




 


	PURCHASERS:	 
	 	 
	By: