RESONANT INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ DEBT SECURITIESIndenture • March 12th, 2021 • Resonant Inc • Semiconductors & related devices • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • May 13th, 2016 • Resonant Inc • Semiconductors & related devices • California
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between RESONANT INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • May 13th, 2016 • Resonant Inc • Semiconductors & related devices • California
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between RESONANT INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • May 13th, 2016 • Resonant Inc • Semiconductors & related devices • California
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between RESONANT INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
16,666,667 Shares RESONANT INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2020 • Resonant Inc • Semiconductors & related devices • New York
Resonant Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 16,666,667 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters at the option of the Underwriters, up to an additional 2,500,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
ContractWarrant Agreement • May 16th, 2014 • Resonant Inc • Semiconductors & related devices • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
RESONANT INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • August 14th, 2020 • Resonant Inc • Semiconductors & related devices • New York
5,714,286 Shares* RESONANT INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2018 • Resonant Inc • Semiconductors & related devices • New York
Resonant Inc., a Delaware corporation (the “Company”), proposes to issue and sell 5,714,286 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 857,142 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2019 • Resonant Inc • Semiconductors & related devices • California
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 31, 2019, by and between Resonant Inc., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
RESONANT INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2014 • Resonant Inc • Semiconductors & related devices • New York
The undersigned, Resonant Inc., a Delaware corporation (collectively with its subsidiaries as disclosed or described in the Registration Statement (as hereinafter defined), the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement • January 24th, 2014 • Resonant Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 17, 2013, by and among Resonant Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as a “Holder” and collectively as the “Holders”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2017 • Resonant Inc • Semiconductors & related devices • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of September, 2017 by and among Resonant Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 14th, 2022 • Resonant Inc • Semiconductors & related devices • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [___________] (“Executive”) and Resonant Inc., a Delaware corporation (the “Company”), effective as of the Executive’s first date of employment with the Company (the “Effective Date”). Certain capitalized terms used in the Agreement are defined in Section 6 below.
RESONANT INC.Warrant Agreement • January 24th, 2014 • Resonant Inc • California
FOR VALUE RECEIVED, hereby sells, assigns and transfers to the transferee named below [the rights to purchase of the number of Shares under] this Warrant, together with all rights, title and interest therein. [The rights to purchase the remaining number of Shares shall remain the property of the undersigned.] Such transferee hereby represents and warrants to the Company that the statements set forth in Section 7 of the Warrant are true and correct with respect to such transferee as of the date hereof as if such transferee were the “Holder” for purposes thereof.
SECURITY AGREEMENTSecurity Agreement • January 24th, 2014 • Resonant Inc • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of June 17, 2013, is made by and among Resonant Inc., a Delaware corporation (the “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2017 • Resonant Inc • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 25th day of September, 2017, by and between Resonant Inc., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
ContractWarrant Agreement • January 24th, 2014 • Resonant Inc • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT, DATED AS OF NOVEMBER 15, 2013, HEREBY AMENDS AND RESTATES IN ITS ENTIRETY WARRANT NO. C-1 ISSUED BY RESONANT INC. TO MDB CAPITAL GROUP, LLC ON JUNE 17, 2013 (THE “ORIGINAL WARRANT”). BY ITS ACCEPTANCE OF THIS AMENDED AND RESTATED WARRANT AGREEMENT, MDB CAPITAL GROUP, LLC ACKNOWLEDGES AND AGREES THAT THE ORIGINAL WARRANT IS NULL AND VOID AND SUPERSEDED HEREBY.
SECURITY AGREEMENTSecurity Agreement • January 24th, 2014 • Resonant Inc • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of June 17, 2013, is made by and between Resonant LLC, a California limited liability company (the “Grantor”), and Superconductor Technologies Inc., a Delaware corporation (the “Secured Party”).
AMENDED AND RESTATED DEVELOPMENT AGREEMENTDevelopment Agreement • April 11th, 2014 • Resonant Inc • Semiconductors & related devices • California
This Amended and Restated Development Agreement (the “Agreement”) is entered into as of May, 8 2013 (the “New Effective Date”) by, on the one hand, Skyworks Solutions, Inc. (“Skyworks”), including its wholly-owned subsidiaries, and, on the other hand, Resonant LLC, a California limited liability company (“Resonant”). Skyworks and Resonant are each a disclosing party(ies) (“Discloser(s)”) and a receiving party(ies) (“Recipient(s)”) of Confidential Information under this Agreement, and each may be referred to individually as a “party” and collectively as the “parties”.
RESONANT INC. 2,360,870 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2016 • Resonant Inc • Semiconductors & related devices • New York
Resonant Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 2,360,870 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, up to 354,130 additional shares (the “Additional Shares”), in each case of common stock, par value $0.001 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-211374) (the Firm Shares and the Additional Shares being collectively called the “Shares”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2014 • Resonant Inc • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2013, is by and among Resonant Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2014 • Resonant Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this day of , 2014, by and between RESONANT, INC., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Among MURATA ELECTRONICS NORTH AMERICA, INC., PJ COSMOS ACQUISITION COMPANY, INC. and RESONANT INC. Dated as of February 14, 2022Merger Agreement • February 14th, 2022 • Resonant Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2022 (this “Agreement”), among Murata Electronics North America, Inc., a Texas corporation (“Parent”), PJ Cosmos Acquisition Company, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Resonant Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2019 • Resonant Inc • Semiconductors & related devices • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of July 31, 2019 by and among Resonant Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto, including any additional investor that becomes a party to this Agreement in accordance with Section 7(l) hereof (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).
ADDENDUM 1 TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 10th, 2021 • Resonant Inc • Semiconductors & related devices
This Addendum 1 to Collaboration and License Agreement (this “Addendum”) is entered into and made effective as of September 30, 2021 (the “Addendum Effective Date”) by Resonant Inc., a Delaware corporation (“Resonant”), and Murata Manufacturing Co., Ltd., a Japanese company (“MMC”), on behalf of itself and its Affiliates (collectively, “Murata”). Resonant and Murata are each a “Party” and collectively, the “Parties.”
THIRD AMENDMENT TO LEASELease • March 30th, 2017 • Resonant Inc • Semiconductors & related devices
This Third Amendment to Lease (the "Amendment'), dated June 1, 2016 for references purposes only, is made and entered into by and between Nassau Land Company, L.P., a California limited partnership (the "Landlord'), and Resonant, Inc., a Delaware corporation (the "Tenant'), with reference to the following facts:
SHARE PURCHASE AGREEMENT between Viktor Plesski Chemin de la Rose 10Share Purchase Agreement • July 8th, 2016 • Resonant Inc • Semiconductors & related devices
Seller and Purchaser together the Parties, or individually a Party regarding 100% of the issued and outstanding shares in GVR Trade S.A., chemin de la Rose 10, 2025 Gorgier
FOURTH AMENDMENT TO LEASELease • March 30th, 2017 • Resonant Inc • Semiconductors & related devices
THIS FOURTH AMENDMENT TO LEASE (the "Amendment"), dated for reference purposes as of March 1, 2017, is made and entered into by and between NASSAU LAND COMPANY, L.P., a California limited partnership (the "Landlord''), and RESONANT INC., a Delaware corporation (the "Tenant”), with reference to the following facts:
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND SENIOR SECURED CONVERTIBLE NOTESSecurities Purchase Agreement and Senior Secured Convertible Notes • January 24th, 2014 • Resonant Inc
This Amendment to Securities Purchase Agreement and Senior Secured Convertible Notes (this “Amendment”) is made and entered into as of January 17, 2014, by and among Resonant Inc., a Delaware corporation (the “Company”), and the Required Holders. Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement (as such term is defined in Recital A below) or the Notes (as such term is defined in Recital B below)), as applicable. This Amendment is made with reference to the following Recitals:
SECOND AMENDMENT TO LEASELease • March 27th, 2015 • Resonant Inc • Semiconductors & related devices
This Second Amendment to Lease (the “Amendment”), dated September 15, 2014 for references purposes only, is made and entered into by and between Nassau Land Company, L.P., a California limited partnership (the “Landlord”), and Resonant, Inc., a Delaware corporation (the “Tenant”), with reference to the following facts:
FIRST AMENDMENT TO LEASELease • March 12th, 2021 • Resonant Inc • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of May 1, 2020, between 175 CREMONA TRAMCO, LLC, a California limited liability company, 175 CREMONA CANWOOD, LLC, a California limited liability company, and 175 CREMONA SIMONE, LLC, a California limited liability company (collectively “Landlord”), and RESONANT INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2014 • Resonant Inc • New York
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) is made and entered into as of December 9, 2013, by and among Resonant Inc., a Delaware corporation (the “Company”), and the Required Holders. Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following Recitals:
Amendment No. One to LeaseLease Agreement • August 13th, 2015 • Resonant Inc • Semiconductors & related devices
This Amendment dated May 5, 2015 is by and between SeaBreeze I Venture TIC ("Lessor") and Resonant, Inc. (''Lessee"). Lessor and Lessee entered into a Lease Agreement dated November 11, 2013 (the "Lease") for the premises known as Suite 306 at 111 Anza Boulevard, Burlingame, California.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • December 26th, 2017 • Resonant Inc • Semiconductors & related devices • California
THIS WARRANT EXERCISE AGREEMENT (the “Agreement”), dated as of the date set forth on the signature page hereto, relates to the common stock purchase warrant (the “Warrant”) described below, which was issued by Resonant Inc. (the “Company”) to Grayboard Investments, Ltd. (the “Holder”):
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2014 • Resonant Inc • New York
This Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of September 14, 2013, by and among Resonant Inc., a Delaware corporation (the “Company”), and the Required Holders. Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following Recitals:
