SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 19, 2024, by and between Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 24th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______ __, 2017, among Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and collectively, the “Subscribers”).
4,800,000 Shares1 Akoustis Technologies, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2019 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,800,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also proposes to grant to the several Underwriters an option to purchase up to 720,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (the “Agreement”) are herein collectively called the “Securities.”
AKOUSTIS TECHNOLOGIES, INC. 7,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 7,250,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,087,500 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
SPLIT-OFF AGREEMENTSplit-Off Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This SPLIT-OFF AGREEMENT, dated as of May 22, 2015 (this “Agreement”), is entered into by and among Akoustis Technologies, Inc., formerly known as Danlax, Corp, a Nevada corporation (the “Seller”), Danlax Enterprise Corp., a Nevada corporation (“Split-Off Subsidiary”), and Ivan Krikun (“Buyer”).
Akoustis Technologies, Inc. Common Stock ($0.001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • May 8th, 2020 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc. (“BofA”), as sales agent and/or principal or Piper Sandler & Co. (“Piper Sandler”), as sales agent and/or principal (each, an “Agent” and together, the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $50,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean th
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by Akoustis Technologies, Inc., a Delaware corporation (the “Company”) of up to 2,800,000 shares (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of US$5.50 per Share of Common Stock (the “Purchase Price”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • North Carolina
This Employment Agreement (the “Agreement”) is entered into as of the 15th day of June, 2015, by and between Akoustis Technologies, Inc. a Nevada corporation, with a business address of 9805 Northcross Center Court, Suite H, Huntersville, NC 28078 (the “Company”) and Jeffrey Shealy, an individual with a residence address of 18102 Bear Track Drive, Davidson, NC 28036 (the “Executive”).
INDENTURE between Akoustis Technologies, Inc. and [________] TRUSTEE Dated as of [________]Indenture • May 8th, 2020 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
INDENTURE, dated as of [●], between Akoustis Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and [●], as trustee, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
INDENTURE between Akoustis Technologies, Inc. and The Bank of New York Mellon Trust Company, N.A. TRUSTEE Dated as of October 23, 2018Indenture • October 23rd, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Northland Securities, Inc. (“Northland”) and Katalyst Securities, LLC (“Katalyst”), registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agents”), shall be engaged by Danlax Corp. (to be renamed Akoustis Technologies, Inc., a publicly traded Nevada Corporation (hereinafter referred to as the “Company”), to act as exclusive co-Placement Agents in connection with the private placement (the “Offering”) of the securities of the Company (the “Securities”). The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) by and among a subsidiary of the Company, Akoustis, Inc., (“Akoustis”), a privately held Delaware corporation, and the Company and certain other transactions describe herein, pur
AKOUSTIS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Purchase Agreement (this “Agreement”) is made as of ____________ by and between Akoustis, Inc., a Delaware corporation (the “Company”), and _________________ (“Purchaser”) pursuant to the Company’s 2014 Stock Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.
LEASE AGREEMENT BETWEEN CB OFFICE 10, LTD., AS LANDLORD, AND RFM Integrated Device Inc. AS TENANT DATED NOVEMBER_, 2019 PROJECT: INTERNATIONAL BUSINESS PARK, PHASE X CARROLLTON, TEXASLease Agreement • September 12th, 2022 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus
Premises: Suite No. 1155, containing 1,834 rentable square feet, in the office building whose street address is 4100 Midway Road, Carrollton, Texas 75007 (the “Building”). The Premises are outlined on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the “Land”) is described on Exhibit B. The term “Project” shall collectively refer to the Building, the Land and the driveways, parking facilities, and similar improvements and easements associated with the foregoing or the operation thereof.
AKOUSTIS TECHNOLOGIES, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • November 14th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the “Participant”).
THE GUARANTORS LISTED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent INDENTURE Dated as of May 14, 2018 6.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2023Indenture • May 15th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
INDENTURE dated as of May 14, 2018, by and among Akoustis Technologies, Inc., a Delaware corporation (including any successors or assigns), the Guarantors (as defined below), The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Collateral Agent.
AKOUSTIS TECHNOLOGIES, Inc. (a Delaware corporation) Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2024 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc.Engagement Agreement for Investment Banking Services • January 16th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
PLEDGE AND SECURITY AGREEMENT dated as of May 14, 2018 among AKOUSTIS TECHNOLOGIES, INC., EACH OF THE OTHER GRANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral AgentPledge and Security Agreement • May 15th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), EACH SUBSIDIARY OF THE COMPANY, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Company, each, a “Grantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Secured Parties (as herein defined) (in such capacity, together with its agents, successors and assigns, the “Collateral Agent”).
AKOUSTIS TECHNOLOGIES, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SECOND SUPPLEMENTAL INDENTURE dated as of April 17, 2020 to INDENTURE dated as of October 23, 2018Second Supplemental Indenture • April 21st, 2020 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of April 17, 2020 (this “Supplemental Indenture”), is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”) under the Indenture, dated as of October 23, 2018 between the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Base Indenture”), as amended by that certain First Supplemental Indenture, dated as of October 23, 2018 between the Company and the Trustee (the “First Supplemental Indenture”; the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”). Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
DEFINITIVE ASSET PURCHASE AGREEMENT by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK as Seller and AKOUSTIS TECHNOLOGIES, INC. as Buyer dated March 23, 2017 DEFINITIVE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
THIS DEFINITIVE ASSET PURCHASE AGREEMENT (this “Agreement”) is made on March 23, 2017 (the “Effective Date”), by and between THE RESEARCH FOUNDATION FOR THE STATE UNIVERSITY OF NEW YORK, a New York education corporation, on behalf of THE STATE UNIVERSITY OF NEW YORK POLYTECHNIC INSTITUTE (the “Seller”) and AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party,” and together as the “Parties”.
AKOUSTIS TECHNOLOGIES, INC. AKOUSTIS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 9, 2022 6.0% CONVERTIBLE SENIOR NOTES DUE 2027Indenture • June 10th, 2022 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
INDENTURE dated as of June 9, 2022, by and among Akoustis Technologies, Inc., a Delaware corporation (including any successors or assigns), the Guarantor (as defined below), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 16th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”), registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent”), shall be engaged by Akoustis Technologies, Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”), to act as a non-exclusive Placement Agent in connection with the private placement (the “Offering”) of the securities of the Company referred to below (the “Securities”). The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Offering Amount (as defined below).
AKOUSTIS TECHNOLOGIES, INC. Stock Option AgreementStock Option Agreement • November 14th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the “Participant”).
Akoustis Technologies, Inc. Common Stock ($0.001 par value) ATM SALES AGREEMENTAtm Sales Agreement • May 2nd, 2022 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
AKOUSTIS TECHNOLOGIES, INC. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • November 16th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the “Participant”).
AKOUSTIS TECHNOLOGIES, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • November 16th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the “Participant”).
STOCK OPTION AGREEMENT AKOUSTIS TECHNOLOGIES, INC.Stock Option Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software
AKOUSTIS TECHNOLOGIES, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of October 18, 2018 to INDENTURE dated as of May 14, 2018First Supplemental Indenture • October 23rd, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 18, 2018 (this “Supplemental Indenture”), is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (hereinafter called the “Company”), the guarantors listed on the signature page hereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”) under the Indenture, dated as of May 14, 2018 (the “Indenture”), among the Company, the Guarantors from time to time party thereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as collateral agent. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
General RELEASE agreementGeneral Release Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This General Release Agreement (this “Agreement”), dated as of May 22, 2015, is entered into by and among Akoustis Technologies, Inc., formerly known as Danlax, Corp., a Nevada corporation (“Seller”), Danlax Enterprise Corp, a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Ivan Krikun (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
INDEMNIFICATION SHARES ESCROW AGREEMENTIndemnification Shares Escrow Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Indemnification Shares Escrow Agreement (the “Agreement”) is entered into as of May 22, 2015, by and among Akoustis Technologies, Inc. (formerly known as Danlax, Corp.), a Nevada corporation (the “Parent”), Jeffrey B. Shealy, a North Carolina resident (the “Indemnification Representative”), and CKR Law LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
AKOUSTIS TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 29th, 2016 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • Nevada
This Restricted Stock Agreement (this “Agreement”) is made as of ____________, 2015, by and between Akoustis Technologies, Inc., a Nevada corporation (the “Company”), and ____________________ (“Holder”) pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the 2015 Plan.
FIRST AMENDMENTPlacement Agency Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software
This First Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 15th day of May 2015, by and among Akoustis Technologies, Inc. (formerly known as Danlax Corp., the “Company”), Northland Securities, Inc. (“Northland”) and Katalyst Securities Inc. (“Katalyst”), (collectively referred to as the “Placement Agents”) and amends the Placement Agency Agreement dated April 17, 2015 (the “Agreement”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of September 26, 2023, by and between Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and Jeffrey Shealy. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
