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.
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.Purchase Agreement • May 15th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as Representative (the “Representative”), an aggregate of $15.0 million principal amount of its 6.5% Convertible Senior Secured Notes due 2023 (the “Notes”) and the Guarantors (as hereinafter defined) propose to issue and sell to the Initial Purchasers Guarantees (as hereinafter defined) with respect to the Notes (the Notes and the Guarantees, collectively, the “Securities”). The Notes will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to certain limitations as set forth in the Indenture (as defined herein). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”), among the Company, the Guarantors party thereto a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York
Akoustis Technologies, Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the Initial Purchasers (as hereinafter defined), upon the terms set forth in the Purchase Agreement (as hereinafter defined) $15.0 million in aggregate principal amount of the Company’s 6.5% Convertible Senior Secured Notes due 2023 (the “Notes”), and the Guarantors (as hereinafter defined) propose to issue and sell to the Initial Purchasers the Guarantees (as hereinafter defined and, together with the Notes, the “Securities”). The Notes will be guaranteed (the “Guarantees”) by the existing and future subsidiaries of the Company (the “Guarantors”). The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to certain limitations as set forth in the Indenture (as defined herein). The Securities will be issued pursuant to an Indenture, dated as of May 14, 2018 (as amended and supplement
