FORM OF Registration Rights AgreementRegistration Rights Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______, among Akoustis Technologies, Inc., a Nevada corporation (formerly known as Danlax, Corp.) (the “Company”), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Brokers”) or Registrable Pre-Merger Shares (as defined below).
SPLIT-OFF AGREEMENTSplit-Off Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This SPLIT-OFF AGREEMENT, dated as of May 22, 2015 (this “Agreement”), is entered into by and among Akoustis Technologies, Inc., formerly known as Danlax, Corp, a Nevada corporation (the “Seller”), Danlax Enterprise Corp., a Nevada corporation (“Split-Off Subsidiary”), and Ivan Krikun (“Buyer”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among AKOUSTIS TECHNOLOGIES, INC. (formerly Danlax, Corp.) AKOUSTIS ACQUISITION CORP. and AKOUSTIS, INC. AND WITH RESPECT TO SECTION 6.3(f), JeffREY B. shealy, as Indemnification Representative MAY 22, 2015Agreement and Plan of Merger and Reorganization • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by Danlax, Corp. (intended to be renamed Akoustis Technologies, Inc.), a Nevada corporation (the “Company”) of a minimum of $3,000,000 (the “Minimum Offering”)1 and a maximum of $6,000,000 (the “Maximum Offering”) of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) issued, at a purchase price of $1.50 per Share (the “Purchase Price”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Confidential and Non-Binding Summary Term Sheet of the Company dated April 17, 2015, relating to the Offering (as the same may be amended or supplemented, the “Term Sheet”), and any other Disclosure Materials (as defined below). The minimum subscription is $90,000 (60,00
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Northland Securities, Inc. (“Northland”) and Katalyst Securities, LLC (“Katalyst”), registered broker-dealers and members of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agents”), shall be engaged by Danlax Corp. (to be renamed Akoustis Technologies, Inc., a publicly traded Nevada Corporation (hereinafter referred to as the “Company”), to act as exclusive co-Placement Agents in connection with the private placement (the “Offering”) of the securities of the Company (the “Securities”). The initial closing of the Offering will be conditioned upon and acceptance of subscriptions for the Minimum Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) by and among a subsidiary of the Company, Akoustis, Inc., (“Akoustis”), a privately held Delaware corporation, and the Company and certain other transactions describe herein, pur
AKOUSTIS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Purchase Agreement (this “Agreement”) is made as of ____________ by and between Akoustis, Inc., a Delaware corporation (the “Company”), and _________________ (“Purchaser”) pursuant to the Company’s 2014 Stock Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.
INDEMNIFICATION SHARES ESCROW AGREEMENTIndemnification Shares Escrow Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This Indemnification Shares Escrow Agreement (the “Agreement”) is entered into as of May 22, 2015, by and among Akoustis Technologies, Inc. (formerly known as Danlax, Corp.), a Nevada corporation (the “Parent”), Jeffrey B. Shealy, a North Carolina resident (the “Indemnification Representative”), and CKR Law LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
STOCK OPTION AGREEMENT AKOUSTIS TECHNOLOGIES, INC.Stock Option Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software
General RELEASE agreementGeneral Release Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This General Release Agreement (this “Agreement”), dated as of May 22, 2015, is entered into by and among Akoustis Technologies, Inc., formerly known as Danlax, Corp., a Nevada corporation (“Seller”), Danlax Enterprise Corp, a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Ivan Krikun (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
FIRST AMENDMENTFirst Amendment • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software
This First Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 15th day of May 2015, by and among Akoustis Technologies, Inc. (formerly known as Danlax Corp., the “Company”), Northland Securities, Inc. (“Northland”) and Katalyst Securities Inc. (“Katalyst”), (collectively referred to as the “Placement Agents”) and amends the Placement Agency Agreement dated April 17, 2015 (the “Agreement”).
JOINT DEVELOPMENT AGREEMENT (JDA)Joint Development Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software
This Joint Development Agreement (this “Development Agreement”), effective as of February 27, 2015 (the “Effective Date”), is made between the following parties:
LOCK-UP AGREEMENTLock-Up Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 22, 2015 by and between the undersigned person or entity (the “Restricted Holder”) and Akoustis Technologies, Inc., a Nevada corporation formerly known as Danlax, Corp. (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
FOUNDRY AGREEMENTFoundry Agreement • May 29th, 2015 • Akoustis Technologies, Inc. • Services-prepackaged software • California
This Foundry (Manufacturing) Agreement (this “Agreement”) is made this 27th day of February, 2015 between AKOUSTIS, INC., a Delaware corporation, and its affiliates (“AKOUSTIS”) and Global Communication Semiconductors, LLC, a California limited liability company (“GCS”) and is effective upon the Effective Date, collectively as “Parties” or singly as “Party.”
