INDEPENDENT DIRECTOR AGREEMENT OF AELUMA, INC.Independent Director Agreement • November 30th, 2021 • Aeluma, Inc. • Semiconductors & related devices • Delaware
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2021 (the “Effective Date”), by and between AELUMA, INC., a Delaware corporation (the “Company”), and John Paglia, a citizen of United States, with a permanent residence at [●] (the “Independent Director”).
ContractAeluma, Inc. • December 23rd, 2022 • Semiconductors & related devices
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PARC INVESTMENTS INC., a Delaware corporation AELUMA OPERATING CO., a Delaware corporation and BIOND PHOTONICS, INC. (d.b.a. “Aeluma”), a California corporation June 22, 2021Agreement and Plan of Merger and Reorganization • June 28th, 2021 • Aeluma, Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 22, 2021, by and among PARC INVESTMENTS, INC., a Delaware corporation (the “Parent”), AELUMA OPERATING CO., a Delaware corporation (the “Acquisition Subsidiary”), and Biond Photonics, Inc. (d.b.a. “Aeluma”), a California corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of _____________, 2021, is entered into by and among Parc Investments, Inc., a Delaware corporation (the “Parent”), Aeluma Operating Co., a Delaware corporation (“Acquisition Subsidiary” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2022 • Aeluma, Inc. • Semiconductors & related devices • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Aeluma, Inc., a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of June [●], 2021, by and between the undersigned person or entity (the “Restricted Holder”) and Aeluma, Inc. (formerly known as Parc Investments, Inc.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 23rd, 2022 • Aeluma, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 22, 2022 among Aeluma, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 21st, 2020 • Parc Investments, Inc. • Delaware
AGREEMENT (this “Agreement”) entered into as of the 21st day of August, 2020, by and between Parc Investments, Inc., a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2021 among Aeluma, Inc., a Delaware corporation (f.k.a. Parc Investments, Inc.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below), the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Advisory Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
BIOND PHOTONICS INC. FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENTBiond Photonics • October 15th, 2021 • Aeluma, Inc. • Semiconductors & related devices • California
This Agreement is made and entered into as of October 27, 2020 (the “Effective Date”) by and between Biond Photonics Inc. (the “Company”), a California corporation, and Jonathan Klamkin the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2021 • Aeluma, Inc. • Blank checks • California
This Indemnity Agreement dated as of May __, 2021 is made by and between Aeluma, Inc., a Delaware corporation (the “Company”), and [NAME], a director and officer of the Company (“Indemnitee”).
BIOND PHOTONICS INC RESTRICTED STOCK PURCHASE AGREEMENTBiond Photonics Inc Restricted Stock Purchase Agreement • October 15th, 2021 • Aeluma, Inc. • Semiconductors & related devices • California
This Agreement is made and entered into as of December___, 2020 (the “Effective Date”) by and between Biond Photonics Inc. (the “Company”), a California corporation, and Steven P. DenBaars the “Purchaser”).
BIOND PHOTONICS INC June 10, 2021Biond Photonics • October 15th, 2021 • Aeluma, Inc. • Semiconductors & related devices
This letter agreement is to confirm our understanding with respect to your role as a business advisor to Biond Photonics Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to provide advisory services to the Company. We look forward to a mutually beneficial association with you on the following terms:
BIOND PHOTONICS INC. FORM OF RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • October 15th, 2021 • Aeluma, Inc. • Semiconductors & related devices • California
This Agreement is made and entered into as of June 10, 2021 (the “Effective Date”) by and between Biond Photonics Inc. (the “Company”), a California corporation, and Steven P. DenBaars the “Purchaser”).
BIOND PHOTONICS INC December 31, 2020Biond Photonics • October 15th, 2021 • Aeluma, Inc. • Semiconductors & related devices
This letter agreement is to confirm our understanding with respect to your role as an advisor to Biond Photonics Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to advise the Company. The Company looks forward to a continued mutually beneficial association with you on the following terms:
