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”.
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”).
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WARRANT AGREEMENT, MDB CAPITAL GROUP, LLC ACKNOWLEDGES AND AGREES THAT THE ORIGINAL WARRANT IS NULL AND VOID AND SUPERSEDED HEREBY.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 • January 24th, 2014 • Resonant Inc • 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”.
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”).
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:
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 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:
SECURED SUBSIDIARY GUARANTYSecured Subsidiary Guaranty • January 24th, 2014 • Resonant Inc • New York
This SECURED SUBSIDIARY GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), dated as of June 17, 2013, is made by and between Resonant LLC, a California limited liability company (the “Guarantor”), and Daniel Landry in his capacity as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”). The obligations of Guarantor under this Agreement are secured by a security interest over all of Guarantor’s assets granted to Collateral Agent pursuant to a Security Agreement by and between Guarantor and Collateral Agent dated as of the date hereof (the “Security Agreement”). Capitalized terms used but not defined herein have the meanings given such terms in the Security Agreement.
SECURED SUBSIDIARY GUARANTYSecured Subsidiary Guaranty • January 24th, 2014 • Resonant Inc • California
This SECURED SUBSIDIARY GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), dated as of June 17, 2013, is made by and between Resonant LLC, a California limited liability company (the “Guarantor”), and Superconductor Technologies, Inc., a Delaware corporation (the “Creditor”). The obligations of Guarantor under this Agreement are secured by a subordinate security interest over all of Guarantor’s assets granted to Creditor pursuant to a Security Agreement by and between Guarantor and Creditor dated as of the date hereof.
NASSAU LAND COMPANY, L.P. MULTI-TENANT INDUSTRIAL LEASEMulti-Tenant Industrial Lease • January 24th, 2014 • Resonant Inc • California
THESE STANDARD TERMS AND CONDITIONS constitute an integral part of this Multi-Tenant Industrial Lease. Each reference in the Standard Terms and Conditions to information set forth in the Basic Provisions of this Lease shall be construed to incorporate all of the information to which reference is made. Any conflict between these Standard Terms and Conditions and the information set forth in the Basic Provisions shall be controlled by the terms of these Standard Terms and Conditions.
STOCKHOLDERS AGREEMENTStockholders Agreement • January 24th, 2014 • Resonant Inc • Delaware
This Stockholders Agreement (this “Agreement”) is made as of this 17 day of June, 2013 by and among (i) Resonant Inc., a Delaware corporation (together with any successor thereto, the “Company”); (ii) Terry Lingren, Robert Hammond and Neal Fenzi (each, a “Founder,” and, together, the “Founders”); (iii) Superconductor Technologies Inc., a Delaware corporation (“STI”); (iv) MDB Capital Group, LLC (“MDB”); and (v) any other stockholder, warrant holder or option holder who from time to time becomes a party to this Agreement (each, an “Additional Stockholder”) by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (a “Joinder Agreement”). The Founders, STI, MDB and the Additional Stockholders are herein referred to collectively as the “Stockholders” and individually as a “Stockholder.”
SUBORDINATION AGREEMENTSubordination Agreement • January 24th, 2014 • Resonant Inc • New York
This SUBORDINATION AGREEMENT is entered into as of June 17, 2013, between each of the investors listed on the signature pages hereto under the heading “Senior Creditors” (together with each direct and indirect assignee and transferee thereof in connection with Senior Creditor Indebtedness, the “Senior Creditors”), on the one hand, and Superconductor Technologies Inc. (together with each direct and indirect assignee and transferee thereof in connection with Subordinated Creditor Indebtedness, the “Subordinated Creditor”), on the other hand.
EXCHANGE AGREEMENTExchange Agreement • January 24th, 2014 • Resonant Inc • Delaware
This Exchange Agreement is entered into as of the 17th day of June, 2013 by and among (i) Resonant Inc., a Delaware corporation (the “Company”); (ii), Resonant LLC, a California limited liability company (the “LLC”), (iii) Terry Lingren, Neal Fenzi and Robert Hammond (each, a “Founder,” and, collectively, the “Founders”); and (iv) Superconductor Technologies Inc., a Delaware corporation (“STI”). Each of the Founders and STI is sometimes hereinafter referred to as a “Member”).
