Resonant Inc. 10900 Stonelake Boulevard Building 2, Suite 100, Office 02-130 Austin, TX 78759 Re: Exclusivity Agreement Ladies and Gentlemen:

Exhibit (e)(3)

February 2, 2022

Resonant Inc. 

00000 Xxxxxxxxx Xxxxxxxxx 

Building 2, Suite 100, Office 02-130 

Austin, TX 78759

Re:   Exclusivity Agreement

Ladies and Gentlemen:

This letter agreement confirms certain agreements of Murata Manufacturing Co., Ltd. (“Buyer”) and Resonant Inc. (the “Company”) as set forth below.

1. Buyer is considering a potential acquisition of the Company on the terms set forth in the letter dated January 30, 2022 from Buyer to the Company (the “Transaction”). Proceeding with further consideration of the Transaction will require Buyer to commit substantial resources and incur expense, including in connection with a further due diligence investigation of the Company and its business. The Company is willing to enter into this letter agreement in order to induce Buyer to do so.

2. Until the Termination Date, the Company will not, and will cause its affiliates and its and their respective directors, officers, employees, members, managers, agents, advisors and representatives (collectively, “Representatives”) not, directly or indirectly, (a) to solicit or encourage any inquiries, discussions or proposals regarding, (b) to continue, propose or enter into negotiations or discussions with respect to, (c) to provide non-public information relating to or in connection with, or (d) to authorize, recommend, propose or enter into any confidentiality agreement, term sheet, letter of intent, purchase agreement or other agreement, arrangement or understanding regarding, in the case of each of the foregoing clauses (a) through (d), an acquisition of all or a majority of the assets or equity securities of, or a business combination or consolidation or the formation of a partnership or joint venture or management arrangement with, the Company or any of its subsidiaries, in each case other than involving only Buyer or any of its affiliates. Until the Termination Date, the Company agrees to inform Xxxxx promptly of any inquiry, discussion or proposal from any person or entity of the type referred to above, including the terms thereof, received after the date hereof.

3. This letter agreement shall terminate (the “Termination Date”) on the earlier of (a) 5:00 p.m. (Central Time) on February 8, 2022 (provided, if as of such date the Buyer is continuing to negotiate in good faith in furtherance of the Transaction, 5:00 p.m. (Central Time) on February 15, 2022) or (b) execution of a definitive merger agreement between Buyer or any of its affiliates and the Company with respect to the Transaction.

4. This letter agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, other than the confidentiality letter agreement, dated as of January 11, 2022 (the “Confidentiality Agreement”), between the Company and Buyer (which shall remain in full force and effect). This letter agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. This letter agreement shall be governed and construed in accordance with the internal laws of the State of Delaware, without reference to its conflicts of law principles. This letter agreement may be executed in counterparts, which together shall constitute one instrument. Facsimiles or .pdfs of duly executed counterpart signature pages are acceptable and shall deemed to be originals.

5. Paragraph 1 of this letter agreement sets forth only the current intentions of the parties hereto and is not intended to create, and shall not create, any legally binding obligations. Each party agrees that none of the parties hereto, nor any of their respective affiliates, has any legal obligation of any kind whatsoever with respect to the matters addressed herein except for the matters specifically agreed to in paragraph 2 through this paragraph 5. As set forth more fully in the Confidentiality Agreement, each party to this letter agreement understands that unless and until a definitive agreement for a transaction is executed and delivered, none of Buyer, the Company or any of their respective affiliates is under any obligation, express or implied, to propose or complete any transaction, including the Transaction, and any such party may at any time and for any reason or no reason determine not to proceed with further consideration of any transaction, including the Transaction.

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If the foregoing is in accordance with your understanding and agreement with Buyer, please sign and return a duplicate of this letter agreement to us.

	Sincerely,
	MURATA MANUFACTURING CO., LTD.
	By:	/s/Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Executive Vice President

ACCEPTED AND AGREED:
RESONANT INC.
By:	/s/ Xxxxxx X. XxXxxxxx
	Name:	Xxxxxx X. XxXxxxxx
	Title:	Chief Financial Officer

Signature Page to Exclusivity Agreement