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.”
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
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.
AKOUSTIS TECHNOLOGIES, INC. 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 (the “Underwriter”) an aggregate of $10,000,000 principal amount of the Company’s 6.5% Convertible Senior Notes due 2023 (the “Securities”), which shall be convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”, and any shares of Common Stock issuable upon conversion of the Securities (as defined below), including, for the avoidance of doubt, any additional shares deliverable upon redemption as an interest make-whole payment or upon conversion in connection with a qualifying fundamental change, the “Underlying Securities”).
AKOUSTIS TECHNOLOGIES, INC., AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 23, 2018 To INDENTURE Dated as of October 23, 2018 6.5% CONVERTIBLE SENIOR NOTES DUE 2023First Supplemental Indenture • October 23rd, 2018 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus
FIRST SUPPLEMENTAL INDENTURE dated as of October 23, 2018 (the “First Supplemental Indenture”) between Akoustis Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
